GridAI's Pronghorn loan principal reaches $3.5M

The security agreement’s definition of “Note” was amended to refer to the Second Amended Note, effective October 1, 2026.

Rhea-AI Filing Summary

GridAI Technologies Corp. (GRDX) made a third loan of $536,000 to Pronghorn Resources, LLC, bringing the aggregate principal amount under its Second Amended and Restated Secured Convertible Note to $3,500,000. The total reflects the initial $2,000,000 loan, the additional $964,000 loan reflected in the September 4, 2026 amended note, and the $536,000 third loan reflected in the October 1, 2026 note.

In connection with the Second Amended Note, the parties also entered into a Second Amendment to Security Agreement.

8-K Event Classification

2 items: 1.01, 9.01

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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Initial loan principal: $2,000,000 Second loan: $964,000 Third loan: $536,000 +1 more

4 metrics

Initial loan principal $2,000,000 Initial loan to Pronghorn Resources, LLC

Second loan $964,000 Reflected in the amended note dated September 4, 2026

Third loan $536,000 Reflected in the Second Amended Note dated October 1, 2026

Aggregate principal amount $3,500,000 Under the Second Amended Note

Key Terms

Secured Convertible Promissory Note, Principal Amount, Security Agreement

3 terms

Secured Convertible Promissory Note financial

"pursuant to the terms of a Secured Convertible Promissory Note"

Principal Amount financial

"aggregate principal amount of $3,500,000 (the “Principal Amount”)"

The principal amount is the original sum of money that is borrowed, lent, or invested before any interest, fees, or returns are added. It matters to investors because interest charges, scheduled repayments, and total return are calculated from that base amount — think of it as the price tag on which future costs or gains are built. Knowing the principal helps you compare deals and predict cash flows and risk.

Security Agreement financial

"Second Amendment to Security Agreement"

A security agreement is a legal contract in which a borrower promises specific assets as collateral to a lender until a debt is repaid. Think of it like leaving your car keys with a mechanic while they fix the car — the lender can take or sell the pledged assets if the borrower defaults. For investors, these agreements reveal which company assets are tied up, who gets paid first in trouble, and how risky other creditors’ claims may be.

FAQ

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

How much did GRDX lend to Pronghorn Resources?

GridAI’s aggregate principal amount under the Second Amended Note is $3,500,000. It reflects an initial $2,000,000 loan, a second loan of $964,000, and a third loan of $536,000. The third loan was reflected in the note dated October 1, 2026.

What changed in GRDX’s security agreement with Pronghorn?

The Second Amendment to Security Agreement was effective as of October 1, 2026. It amended the definition of “Note” in the existing Security Agreement to refer to the Second Amended Note.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/07/2026 - 04:01 PM Accepted by SEC EDGAR 10/07/2026 - 04:01 PM Learn about SEC filing dates

false 0001604191 0001604191 2026-10-01 2026-10-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): October 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		The Nasdaq Stock Market LLC

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.

As previously reported in GridAI Technologies Corp. (the “Company”)’s Current Reports on Form 8-K filed on July 23, 2026 and September 11, 2026, the Company made a loan (“Loan”) to Pronghorn Resources, LLC, a Delaware limited liability company (“Pronghorn”, and, together with the Company, the “Parties”), pursuant to the terms of a Secured Convertible Promissory Note (“Note”), in the principal sum of $2,000,000, and on September 4, 2026, the Parties entered into that certain Amended and Restated Secured Convertible Promissory Note (“Amended Note”), which amended and restated the terms of the Note to reflect the Company’s second loan of an additional $964,000 to Pronghorn. On October 1, 2026, the Parties entered into that certain Second Amended and Restated Secured Convertible Note (“Second Amended Note”), which amended and restated the terms of the Note such that the Note’s terms reflect the Company’s third loan of an additional $536,000 to Pronghorn (such third loan made following the Loan and the second loan), for an aggregate principal amount of $3,500,000 (the “Principal Amount”).

In connection with the Parties’ entry into the Second Amended Note, the Parties entered into that certain Second Amendment to Security Agreement effective as of October 1, 2026 (“Second Amended Security Agreement”). The Second Amended Security Agreement amended the Security Agreement entered into between the Parties on July 17, 2026, as previously amended by the First Amendment to Security Agreement dated September 4, 2026 (as amended, the “Security Agreement”), such that the definition for the term “Note” was amended and restated to refer to the Second Amended Note.

Capitalized terms used herein but not otherwise defined have the meanings set forth in the Second Amended Note. The foregoing descriptions of the Second Amended Note and Second Amended Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Second Amended Note and Second Amended Security Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Second Amended and Restated Secured Convertible Note between the Company and Pronghorn Resources, LLC dated October 1, 2026.
10.2		Second Amendment to Security Agreement between the Company and Pronghorn Resources, LLC dated October 1, 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.
October 7, 2026	By:	/s/ Jason D. Sawyer
	Name:	Jason D. Sawyer
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 67.1 KB
• EX-10.2 EXHIBIT 10.2 12.8 KB

Other Documents

• 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