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GridAI Technologies (NASDAQ: GRDX) prices $8.5M private placement

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

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Insights

GridAI secures an $8.5M structured private financing with attached warrants.

GridAI Technologies is raising approximately $8.5M via a private placement combining common stock, pre-funded warrants, and five-year common warrants. The combined purchase price of $4.59 per share or pre-funded warrant plus common warrant reflects a typical structured financing approach for smaller issuers.

Pre-funded warrants at a $0.0001 exercise price function economically like stock, while the common warrants at $4.47 per share add potential future share issuance. Only 5% of proceeds are received at closing, with 95% tied to effectiveness of a resale registration statement, so actual cash timing depends on regulatory progress.

The company discloses broad use of proceeds, including general corporate purposes, possible acquisitions, debt repayment, and working capital. Registration rights requiring filing a resale registration within 15 days of closing support future liquidity for investors, and the ability to exercise warrants on a cashless basis if shares are not registered provides additional flexibility for holders.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Gross proceeds $8,500,000 Private placement of stock, pre-funded warrants and common warrants
Common shares issued 664,598 shares Shares of common stock sold in private placement
Pre-funded warrant shares 1,187,325 shares Shares underlying pre-funded warrants
Common warrant shares 1,851,923 shares Shares underlying common stock purchase warrants
Unit purchase price $4.59 Per share of common stock or pre-funded warrant plus one common warrant
Pre-funded warrant strike $0.0001 per share Exercise price of pre-funded warrants
Common warrant strike $4.47 per share Exercise price of common stock purchase warrants
Proceeds at closing 5% of gross proceeds Paid at July 7, 2026 closing; remainder before registration effectiveness
Pre-Funded Warrants financial
"pre-funded warrants to purchase up to an aggregate of 1,187,325 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 regulatory
"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.
Registration Statement regulatory
"file a resale registration statement (the "Registration Statement") with the SEC to register for resale the shares"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
Rule 144 regulatory
"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"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
Section 4(a)(2) regulatory
"relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
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FAQ

How much capital is GridAI Technologies Corp. (GRDX) raising in this private placement?
GridAI Technologies is raising approximately $8,500,000 in gross proceeds through a private placement. The financing combines common stock, pre-funded warrants, and common stock warrants sold at a combined purchase price of $4.59 per share or pre-funded warrant plus common warrant.

What securities are being issued by GridAI Technologies Corp. (GRDX) in this transaction?
GridAI is issuing 664,598 common shares, pre-funded warrants for up to 1,187,325 shares, and common stock warrants for up to 1,851,923 shares. These instruments provide immediate or future rights to acquire common stock on specified terms.

What are the exercise terms of the new GridAI Technologies Corp. (GRDX) warrants?
The pre-funded warrants have a $0.0001 per share exercise price, are exercisable immediately, and have no expiration. The common warrants are exercisable immediately at $4.47 per share and expire five years after the related resale registration is effective or Rule 144 resale becomes available.

When will GridAI Technologies Corp. (GRDX) receive the private placement proceeds?
GridAI will receive 5% of the gross proceeds at the July 7, 2026 closing. The remaining 95% will be paid before the SEC declares effective a resale registration statement covering the shares issued and issuable under the financing.

How will GridAI Technologies Corp. (GRDX) use the proceeds from this financing?
GridAI plans to use the net proceeds for general corporate purposes, which may include acquisitions, repayment of outstanding debt, and working capital. The filing does not allocate specific dollar amounts to each category but presents these as potential uses.

What registration obligations does GridAI Technologies Corp. (GRDX) have to new investors?
Under registration rights agreements, GridAI must file a resale registration statement within 15 days after closing. This statement will cover the shares issued under the purchase agreement and shares issuable upon exercise of the pre-funded and common warrants.
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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): 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. ¨

 

 

 

 

 

 

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) 664,598 shares of common stock, (ii) pre-funded warrants to purchase up to an aggregate of 1,187,325 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 are filed as Exhibit 10.1, 4.1, 4.2 and 10.2 to this Current Report on Form 8-K 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.

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.		   Description
4.1   Form of Pre-Funded Warrant
4.2   Form of Warrant
10.1   Form of Securities Purchase Agreement
10.2   Form of Registration Rights Agreement
     
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.
   
July 6, 2026 By: /s/ Jason D. Sawyer
  Name: Jason D. Sawyer
  Title: Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

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