GridAI raises $8.5M via stock and warrant sale

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.

Accepted by SEC EDGAR 07/07/2026 - 04:58 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

GridAI secures a structured $8.5M private financing with warrant coverage.

The company is raising about $8.5M through a mix of common shares, pre-funded warrants, and common warrants priced at $4.59 per unit. This structure limits immediate share issuance by using pre-funded and standard warrants while still committing investor capital.

Only 5% of proceeds are received at closing, with the remaining 95% tied to effectiveness of a resale registration statement, so full cash inflow depends on that milestone. Warrant exercise prices of $0.0001 and $4.47 per share create potential future share issuance, and the impact will hinge on investor exercise behavior and market conditions.

8-K Event Classification

2 items: 1.01, 3.02

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Gross proceeds: $8,500,000 Common shares sold: 108,932 shares Pre-funded warrant shares: 1,742,991 shares +5 more

8 metrics

Gross proceeds $8,500,000 Private placement under securities purchase agreement

Common shares sold 108,932 shares Aggregate common stock in private placement

Pre-funded warrant shares 1,742,991 shares Shares issuable upon exercise of Pre-Funded Warrants

Common warrant shares 1,851,923 shares Shares issuable upon exercise of Common Warrants

Unit purchase price $4.59 per share or pre-funded warrant plus common warrant Combined purchase price in private placement

Pre-funded warrant exercise price $0.0001 per share Exercise price, no expiration date

Common warrant exercise price $4.47 per share Exercise price, warrants exercisable immediately

Proceeds at closing 5% of gross proceeds Balance payable before registration statement effectiveness

Key Terms

securities purchase agreement, Pre-Funded Warrants, Common Warrants, Registration Rights Agreements, +2 more

6 terms

securities purchase agreement financial

"entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Pre-Funded Warrants financial

"pre-funded warrants to purchase up to an aggregate of 1,742,991 shares of common stock (the “Pre-Funded Warrants”)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Common Warrants financial

"common stock purchase warrants to purchase up to an aggregate of 1,851,923 shares of common stock (the “Common Warrants”)"

A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.

Registration Rights Agreements financial

"the Company entered into registration rights agreements (the “Registration Rights Agreements”) with the Purchasers"

A registration rights agreement is a contract that gives certain shareholders the legal ability to require a company to register their shares with securities regulators so those shares can be sold publicly. Think of it like a guaranteed ticket to sell stock at a public marketplace: it creates a path to liquidity for investors, can affect when large shareholders can sell, and may influence stock supply and price expectations for other investors.

resale registration statement regulatory

"file a resale registration statement (the "Registration Statement") with the SEC to register for resale the shares"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

FAQ

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

What capital is GridAI Technologies Corp. (GRDX) raising in this deal?

GridAI Technologies is raising approximately $8.5 million through a private placement. Investors receive common shares, pre-funded warrants, and common warrants, giving the company new funding for general corporate purposes, potential acquisitions, debt repayment, and working capital needs.

How many GridAI (GRDX) shares and warrants are being issued in the private placement?

The company will issue 108,932 common shares, pre-funded warrants for up to 1,742,991 shares, and common warrants for up to 1,851,923 shares. These instruments together provide investors equity exposure while staging potential future share issuance.

What are the pricing terms for GridAI’s new stock and warrants?

Each unit, consisting of one common share or one pre-funded warrant plus one common warrant, is priced at $4.59. The pre-funded warrants have a token exercise price of $0.0001 per share, while the common warrants carry a $4.47 per share exercise price.

When will GridAI (GRDX) receive the private placement proceeds?

GridAI receives 5% of the gross proceeds at closing, expected on July 7, 2026. The remaining 95% is payable before the SEC declares effective a resale registration statement covering shares underlying the pre-funded and common warrants.

How long are GridAI’s new warrants exercisable and when do they start?

The pre-funded warrants are exercisable immediately, have a $0.0001 exercise price, and no expiration. The common warrants are also exercisable immediately at $4.47 per share and expire five years after the related registration becomes effective or shares become freely resalable under Rule 144.

Under what exemption is GridAI issuing these securities?

GridAI relied on the Section 4(a)(2) exemption under the Securities Act of 1933, which allows private offerings not involving a public offering. This means the securities were sold in a private placement rather than through a registered public offering.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 1, 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.)

433 Plaza Real, Suite 275 Boca Raton, Florida		33432
(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. ¨

Explanatory Note

GridAI Technologies Corp. (the “Company”) is filing this Form 8-K/A (“Amendment No 1”) to its Current Report on Form 8-K as originally filed with the Securities and Exchange Commission on July 6, 2026 (the “Original Filing”) solely to correct under “Item 1.01 Entry into a Material Definitive Agreement” the allocation of shares of common stock and pre-funded warrants purchased and issued. The price per share and accompanying warrant, price per pre-funded warrant and accompanying warrant and aggregate purchase price paid by the investors remains unchanged.

The Amendment No 1 hereby amends, restates and replaces in its entirety Items 1.01 and 3.02 of the Original Filing with Items 1.01 and 3.02 below. No other modifications to the Original Filing are being made by this Amendment No 1.

Item 1.01. Entry Into a Material Definitive Agreement

On July 1, 2026, GridAI Technologies Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers identified therein (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) pursuant to which the Company agreed to sell to the Purchasers in private placements an aggregate of (i) 108,932 shares of common stock, (ii) pre-funded warrants to purchase up to an aggregate of 1,742,991 shares of common stock (the “Pre-Funded Warrants”) and (iii) common stock purchase warrants to purchase up to an aggregate of 1,851,923 shares of common stock (the “Common Warrants”) for gross proceeds to the Company of approximately $8,500,000. The combined purchase price for one share of common stock or Pre-Funded Warrant in lieu of share of common stock and one Common Warrants is $4.59.

The Company intends to use the net proceeds for general corporate purposes, which may include acquisitions and/or the repayment of outstanding debt, and working capital. The closing will occur on July 7, 2026, subject to the satisfaction of customary closing conditions. 5% of the gross proceeds will be paid to the Company at closing. The remaining 95% of the proceeds will be paid prior to the declaration by the Securities and Exchange Commission (the “SEC”) that the Registration Statement (defined below) is effective.

The Pre-Funded Warrants have an exercise price of $0.0001 per share, subject to adjustment and no expiration date. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The Common Warrants are exercisable immediately and expire five years from the earlier of the effective date of the Registration Statement or the date that the common stock underlying the Pre-Funded Warrants and Common Warrants can be resold without restriction or limitation pursuant to Rule 144. The Common Warrants have an exercise price of $4.47 per share, subject to adjustment as set forth in the Common Warrants for stock splits, stock dividends, recapitalizations and similar customary adjustments. The Purchasers may exercise the Common Warrants on a cashless basis if the shares of common stock underlying the Common Warrants are not then registered pursuant to an effective registration statement.

In connection with the Purchase Agreement, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with the Purchasers. Pursuant to the Registration Rights Agreements, the Company will be required to file a resale registration statement (the "Registration Statement") with the SEC to register for resale the shares issued under the Purchase Agreement, the shares issuable upon exercise of the Pre-Funded Warrants and the shares issuable upon exercise of the Common Warrants, within 15 days after the closing of the transactions contemplated by the Purchase Agreement, and to have such Registration Statement declared effective as promptly as possible after its filing.

The foregoing descriptions of the Purchase Agreement, Pre-Funded Warrants, Warrants, and Registration Rights Agreements described herein are subject to, and qualified in their entirety by, such documents, which were filed as Exhibit 10.1, 4.1, 4.2 and 10.2 to the Original Filing and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure under Item 1.01 above is incorporated herein by reference. In connection with the issuance of the securities described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

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.
July 7, 2026	By:	/s/ Jason D. Sawyer
	Name:	Jason D. Sawyer
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

3 documents

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB