GridAI faces Nasdaq warning over late 10-K filing

GridAI Technologies Corp. reported receiving a notice from Nasdaq on April 22, 2026 stating it is not in compliance with Listing Rule 5250(c)(1) because its Form 10-K for the year ended December 31, 2025 has not yet been filed.

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Form Type

8-K

Rhea-AI Filing Summary

GridAI Technologies Corp. reported receiving a notice from Nasdaq on April 22, 2026 stating it is not in compliance with Listing Rule 5250(c)(1) because its Form 10-K for the year ended December 31, 2025 has not yet been filed. The company has until June 22, 2026 to submit a plan to regain compliance, and Nasdaq may grant an extension through October 12, 2026 if the plan is accepted. GridAI attributes the delay to complexity in reviewing the accounting treatment and other information related to its recent acquisition of Grid AI Corp. The company plans to file the 10-K as soon as possible and submit a compliance plan, but cautions there is no assurance Nasdaq will accept the plan or that it will maintain compliance with Nasdaq requirements in the future.

Positive

None.

Negative

Nasdaq noncompliance notice for late Form 10-K under Listing Rule 5250(c)(1), with explicit uncertainty about regaining and maintaining compliance with Nasdaq listing requirements.

Insights

Nasdaq noncompliance for late 10-K introduces listing risk if unresolved.

GridAI Technologies disclosed that Nasdaq deemed it noncompliant with Listing Rule 5250(c)(1) because its Form 10-K for the year ended December 31, 2025 is overdue. The company links the delay to complex accounting work for its acquisition of Grid AI Corp.

Nasdaq has given GridAI until June 22, 2026 to submit a compliance plan and may extend the deadline to October 12, 2026 if the plan is accepted. If Nasdaq rejects the plan, GridAI can appeal to a hearings panel, but the outcome is uncertain.

The company states its intention to file the 10-K and submit a plan within the required periods yet explicitly warns there is no assurance Nasdaq will accept the plan or that it will maintain compliance with Nasdaq rules. Future disclosures will clarify whether the 10-K is filed and how Nasdaq responds.

8-K Event Classification

3 items: 3.01, 7.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Initial compliance plan deadline: June 22, 2026 Maximum extension date: October 12, 2026 Rule cited: Listing Rule 5250(c)(1) +2 more

5 metrics

Initial compliance plan deadline June 22, 2026 Deadline to submit plan to regain compliance with Nasdaq Listing Rule 5250(c)(1)

Maximum extension date October 12, 2026 Latest date Nasdaq may allow for GridAI to regain compliance if plan accepted

Rule cited Listing Rule 5250(c)(1) Nasdaq rule requiring timely filing of periodic financial reports

Noncompliance notice date April 22, 2026 Date Nasdaq informed GridAI of noncompliance with reporting requirements

Press release date April 28, 2026 Date GridAI publicly announced receipt of the Nasdaq notice

Key Terms

Listing Rule 5250(c)(1), continued listing, Regulation FD Disclosure, forward-looking statements, +2 more

6 terms

Listing Rule 5250(c)(1) regulatory

"not in compliance with the filing of periodic financial reports requirement for continued listing on The Nasdaq Capital Market, under Listing Rule 5250(c)(1)"

A Nasdaq listing standard that requires companies traded on the exchange to file their regular financial reports with the U.S. Securities and Exchange Commission on time, such as annual and quarterly reports, and to notify Nasdaq if filings are late. It matters to investors because these filings provide the routine, reliable information needed to judge a company’s health; missing them can trigger warnings, trading suspension, or removal from the exchange, which can sharply affect liquidity and share value — like a business losing its operating license for failing inspections.

continued listing regulatory

"requirement for continued listing on The Nasdaq Capital Market, under Listing Rule 5250(c)(1)"

When a stock receives a "continued listing," it means the exchange has decided the company’s shares will remain tradable on that market after a review or challenge, often because the company met certain requirements or corrective steps. For investors this matters because continued listing preserves liquidity and access to buy or sell the stock—think of it as a store passing an inspection so customers can keep shopping rather than being forced to close.

Regulation FD Disclosure regulatory

"Item 7.01. Regulation FD Disclosure. On April 28, 2026, the Company issued a press release"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

forward-looking statements regulatory

"This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Nasdaq hearings panel regulatory

"the Company will have the right to appeal such decision to a Nasdaq hearings panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

energy orchestration and grid optimization software technical

"energy orchestration and grid optimization software solutions through our subsidiary Grid AI Corp."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did GridAI Technologies Corp. (ENTO) receive a Nasdaq noncompliance notice?

GridAI received a Nasdaq notice because it has not filed its Form 10-K for the year ended December 31, 2025. Nasdaq determined this violates Listing Rule 5250(c)(1), which requires timely periodic financial reports for continued listing on The Nasdaq Capital Market.

What deadlines has Nasdaq given GridAI Technologies Corp. (ENTO) to regain compliance?

GridAI has until June 22, 2026 to submit a plan to regain compliance with Listing Rule 5250(c)(1). If Nasdaq accepts this plan, it may extend the deadline to October 12, 2026 for GridAI to fully regain compliance with its filing obligations.

What caused GridAI Technologies Corp.’s delay in filing its 2025 Form 10-K?

GridAI attributes the Form 10-K delay to complexity in reviewing the accounting treatment and other information related to its recent acquisition of Grid AI Corp. The company states it intends to complete this work and file the annual report as soon as possible.

Could GridAI Technologies Corp. (ENTO) lose its Nasdaq listing because of the late 10-K?

The company notes there is no assurance Nasdaq will accept its compliance plan or that it will maintain compliance with Nasdaq requirements. If it cannot regain compliance after the specified periods and any appeal, its continued Nasdaq Capital Market listing could be at risk.

What steps does GridAI Technologies Corp. plan to take in response to the Nasdaq notice?

GridAI plans to file its overdue Form 10-K for the year ended December 31, 2025 as soon as possible. It also intends to submit a formal plan to Nasdaq by June 22, 2026 outlining how it will regain compliance with Listing Rule 5250(c)(1).

What businesses does GridAI Technologies Corp. (ENTO) currently operate?

GridAI operates in two main areas: energy orchestration and grid optimization software through subsidiary Grid AI Corp., and legacy biopharmaceutical development focused on Adrulipase for treating exocrine pancreatic insufficiency. The filing notes it was formerly known as Entero Therapeutics, Inc.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 04/28/2026 - 05:25 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 22, 2026

GridAI Technologies Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-37853		46-4993860
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

777 Yamato Road, Suite 502

Boca Raton, Florida

33431

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (561) 589-7020

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		GRDX		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 22, 2026, GridAI Technologies Corp. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the filing of periodic financial reports requirement for continued listing on The Nasdaq Capital Market, under Listing Rule 5250(c)(1), because the Company has not yet filed its 10-K for the period ended December 31, 2025.

The Company has 60 calendar days from April 22, 2026, or through June 22, 2026, to submit to Nasdaq a plan to regain compliance with Listing Rule 5250(c)(1). If Nasdaq accepts the Company’s plan, Nasdaq may grant an extension of up to 180 calendar days from April 15, 2026, or through October 12, 2026, to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the right to appeal such decision to a Nasdaq hearings panel.

The delay in filing the Company’s Annual Report on Form 10-K is due to the complexity in reviewing the accounting treatment and other information related to the Company’s recent acquisition of Grid AI Corp. The Company intends to file its Annual Report on Form 10-K as soon as possible, and to submit to Nasdaq, within the requisite time period, a plan to regain compliance with Listing Rule 5250(c)(1). There can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance with Listing Rule 5250(c)(1) or maintain compliance with any other Nasdaq requirement in the future.

The Company, by filing this Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Listing Rule 5810(b).

Item 7.01. Regulation FD Disclosure.

On April 28, 2026, the Company issued a press release announcing the receipt of Nasdaq notice regarding late 10-K filing. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, Dated April 28, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GridAi Technologies Corp.

April 28, 2026	By:	/s/ Jason D. Sawyer
	Name:	Jason D. Sawyer
	Title:	Chief Executive Officer

Exhibit 99.1

GridAI Technologies Corp. Announces Receipt of Nasdaq Notice Regarding Late Form 10-K Filing

BOCA RATON, FL, April 28, 2026 (GLOBE NEWSWIRE), GridAI Technologies Corp. (NASDAQ: GRDX) (the "Company") today announced that on April 22, 2026, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the filing of periodic financial reports requirement for continued listing on The Nasdaq Capital Market, under Listing Rule 5250(c)(1), because the Company has not yet filed its 10-K for the period ended December 31, 2025.

About GridAI Technologies Corp.

GridAI Technologies Corp. (NASDAQ: GRDX), formerly known as Entero Therapeutics, Inc., is a diversified technology and life sciences company operating through two principal areas: (i) energy orchestration and grid optimization software solutions through our subsidiary Grid AI Corp. and (ii) legacy biopharmaceutical development activities centered on Adrulipase for the treatment of exocrine pancreatic insufficiency.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set in the company's SEC filings. These risks and uncertainties could cause the company's actual results to differ materially from those indicated in the forward-looking statements.

For Investor Relations inquiries, please contact:

Jérôme Cliche

ONCORE Network LLC

Tel: +1 (646) 960-8760 Email: ir@oncorenetwork.com

Corporate Communications

IBNAustin,

Texas www.InvestorBrandNetwork.com

512.354.7000 Office

Editor@InvestorBrandNetwork.com

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Press Releases

EX-99.1 EXHIBIT 99.1 7.6 KB

GridAI faces Nasdaq warning over late 10-K filing