GridAI Technologies Corp. SEC Filings

GridAI Technologies Corp. entered into a material agreement under which it made a $2,000,000 Secured Convertible Promissory Note loan to Pronghorn Resources, LLC on July 17, 2026. The Note bears 7% annual interest and is payable on the earlier of December 31, 2026 or the consummation of a defined Change of Control Transaction of Pronghorn.

The Note is secured by a lien on all of Pronghorn’s assets under a separate Security Agreement and ranks pari passu with Pronghorn’s existing indebtedness. Pronghorn agreed to restrictive covenants limiting additional indebtedness, liens and related agreements. If an Event of Default occurs and remains uncured, GridAI may declare the Default Amount immediately due in cash and, at its election, convert the applicable amount into membership interests equal to 10% of Pronghorn’s fully diluted capitalization as of the conversion date.

GridAI Technologies Corp. filed a notice of exempt securities offering for $8,500,000 USD of equity and related securities under Regulation D Rule 506(b). The company indicates that the full offering amount has been sold, with $0 USD remaining to be sold.

The issuer states that 5% of the gross proceeds will be paid to the company at closing and the remaining 95% will be paid before the SEC declares a registration statement effective. GridAI is a Delaware corporation organized more than five years ago and elected to decline disclosure of its revenue or asset size.

GridAI Technologies Corp. is registering 9,908,766 shares of common stock for resale by investors from its May and July 2026 private placements. The company itself will not receive proceeds from these sales, though it may receive cash if outstanding warrants are exercised.

GridAI operates a dual business: an energy orchestration and grid-optimization software platform for AI data centers through Grid AI Corp., and legacy biopharmaceutical development focused on Adrulipase. It has incurred significant losses, with an accumulated deficit of about $212.1 million and cash of $386,000 as of March 31, 2026, and its auditors have raised substantial doubt about its ability to continue as a going concern.

Recent private placements total roughly $7.8 million in May 2026 and $8.5 million in July 2026, much of which is payable before this registration becomes effective and tied to pre-funded and common warrants. The filing highlights that failure to secure additional financing or effectiveness of this registration by January 2027 could force the company to curtail or cease operations, pursue liquidation, or seek bankruptcy protection. It also discloses that if its Series H Preferred Stock becomes convertible, up to 38,801,546 new common shares could be issued, which would significantly dilute existing stockholders relative to the 6,913,241 shares outstanding as of July 2, 2026.

GridAI Technologies Corp. Chief Executive Officer Jason David Sawyer reported beneficial ownership of 540,000 shares of common stock, representing about 7.1% of the company’s outstanding shares. The position is primarily from restricted stock units granted under GridAI’s equity incentive plan, which vested across late 2025 and the first half of 2026.

Sawyer states the shares were acquired for investment purposes and that he will continually evaluate the position. He is engaged in discussions with other stockholders, officers, directors and third parties about GridAI’s operations and strategic direction, which could potentially involve capital raising, acquisitions, mergers or other strategic transactions, though he reports no definitive plans at this time.

GridAI Technologies Corp. entered into a securities purchase agreement to sell common stock and warrants in a private placement for gross proceeds of about $8.5 million. Investors will buy 108,932 common shares, pre-funded warrants for up to 1,742,991 shares, and common warrants for up to 1,851,923 shares at a combined price of $4.59 per share or pre-funded warrant plus common warrant.

The company expects the closing on July 7, 2026, with 5% of proceeds paid at closing and the remaining 95% paid before the related resale registration statement is declared effective. Pre-funded warrants are exercisable immediately at $0.0001 per share with no expiration, while the common warrants are exercisable immediately at $4.47 per share and expire five years after the registration becomes effective or the underlying shares become freely resalable. GridAI plans to use net proceeds for general corporate purposes, including potential acquisitions, debt repayment, and working capital.

GridAI Technologies Corp. entered into a private securities purchase agreement to raise approximately $8,500,000 through a mix of common stock and warrants. Investors will buy 664,598 shares of common stock, pre-funded warrants for up to 1,187,325 shares, and common stock warrants for up to 1,851,923 shares at a combined price of $4.59 per share or pre-funded warrant plus common warrant.

The company will receive 5% of the gross proceeds at the July 7, 2026 closing, with the remaining 95% payable before the related resale registration statement is declared effective by the SEC. Pre-funded warrants are exercisable immediately at $0.0001 per share with no expiration, while the common warrants are exercisable immediately at $4.47 per share and expire five years after the resale registration becomes effective or the underlying shares become freely tradable under Rule 144.

GridAI plans to use the net proceeds for general corporate purposes, including potential acquisitions, repayment of outstanding debt, and working capital. The company also granted registration rights, requiring it to file a resale registration statement within 15 days after closing to cover shares issued and issuable under these securities.

GridAI Technologies Corp. director and Chief Executive Officer Jason David Sawyer reported two stock awards tied to earlier restricted stock unit (RSU) grants. He acquired 250,000 shares of common stock on March 31, 2026 and another 250,000 shares on June 30, 2026, both at no cash cost, as RSUs vested upon meeting performance objectives. These awards stem from a December 19, 2025 grant of 1,000,000 RSUs. Following the June 30 vesting, he holds 540,000 shares of GridAI common stock directly.

GridAI Technologies Corp. registers 1,306,165 shares of common stock for resale, representing shares issuable upon exercise of outstanding Common Warrants. The resale is by selling stockholders; the company will not receive proceeds from those resales but will receive proceeds if the Common Warrants are exercised for cash. The company’s common stock trades on Nasdaq under the symbol GRDX and had a last reported sale price of $5.93 on June 4, 2026. Financial context: as of March 31, 2026 the company held approximately $386,000 in cash, an accumulated deficit of $212.1M and a working capital deficit of $13.7M. Independent auditors included explanatory going concern language. The prospectus discloses the private placement that issued Pre-Funded Warrants and Common Warrants and states the Company completed financings on May 18, 2026 providing aggregate gross proceeds of approximately $7.8M, with $3.6M received at closings.

Syage Jack reported acquisition or exercise transactions in this Form 4 filing.

GridAI Technologies Corp. director Jack Syage reported an equity grant on Form 4. On January 1, 2026, he was awarded 40,000 restricted stock units that are settled in common shares with par value $0.0001 per share. The footnote states these RSUs vested immediately upon issuance, giving Syage direct ownership of 40,000 shares after the transaction. This is a compensation-related award rather than an open-market purchase or sale.