GridAI advances $1.5M to Pronghorn; note reaches $5M

The note is secured by Pronghorn’s assets, with GridAI able to elect cash repayment or conversion after an uncured default.

Rhea-AI Filing Summary

GridAI Technologies Corp. advanced an additional $1.5 million to Pronghorn Resources, LLC on October 22, 2026. Pronghorn issued a third amended and restated secured convertible note with a $5 million principal amount, reflecting all advances made by GridAI to Pronghorn. The note is secured by a security interest in Pronghorn’s assets.

The note matures on the earlier of December 31, 2026 and the consummation of a Change of Control Transaction. Interest accrues on the Payment Amount from and after the Maturity Date at an annual rate of 7%, payable in cash. Upon a payment Event of Default, GridAI may elect to convert all or part of the Payment Amount (or, following an Event of Default, the Default Amount) into membership interests equal to 10% of Pronghorn’s fully diluted capitalization as of the conversion date. Upon an uncured Event of Default, the note becomes, at GridAI’s election, immediately due and payable in cash in the Default Amount or convertible as described.

Filing Explained

The note’s default triggers include unpaid principal or interest, uncured covenant breaches and defaults under other transaction documents; interest and other-amount defaults have a five-day cure period.

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

Note principal amount: $5 million Fourth Advance: $1.5 million Interest rate: 7% annually +3 more

6 metrics

Note principal amount $5 million Reflects all advances made by GridAI to Pronghorn

Fourth Advance $1.5 million Advanced on October 22, 2026

Interest rate 7% annually Accrues on the Payment Amount from and after the Maturity Date; payable in cash

Conversion interests 10% of Pronghorn’s fully diluted capitalization As of the conversion date

Maturity date Earlier of December 31, 2026 and consummation of a Change of Control Transaction Third A&R Note

Cure period Five days For interest and other amounts

Key Terms

Secured Convertible Note, Payment Amount, Event of Default, fully diluted capitalization

4 terms

Secured Convertible Note financial

"Third Amended and Restated Secured Convertible Note"

A secured convertible note is a loan to a company that is backed by specific assets (secured) and can be changed into company shares (convertible) instead of being paid back in cash. For investors this matters because it mixes lower risk—because collateral gives repayment priority if things go wrong—with potential upside through stock conversion, while also affecting future ownership and how much existing shareholders may be diluted.

Payment Amount financial

"Interest accrues on the Payment Amount"

Event of Default regulatory

"Upon an uncured Event of Default"

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

fully diluted capitalization financial

"10% of Pronghorn’s fully diluted capitalization"

Total number of company shares that would exist if every outstanding instrument that can be converted into common stock—such as stock options, warrants, convertible debt and restricted stock units—were exercised or converted. Investors use this “all-in” share count to see ownership percentages and to calculate per-share figures (like earnings per share) after potential dilution; think of a cake sliced now plus every extra slice that could be cut if all promises were fulfilled.

FAQ

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

How much did GRDX advance to Pronghorn?

GridAI advanced $1.5 million on October 22, 2026, bringing the principal amount of Pronghorn’s note to $5 million, reflecting all advances GridAI made to Pronghorn.

When is Pronghorn’s note due, and what happens after a default?

The note matures on the earlier of December 31, 2026 and the consummation of a Change of Control Transaction. Upon an uncured Event of Default, GridAI may elect to make the note immediately due and payable in cash in the Default Amount or convertible under the note’s conversion terms.

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

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Available on EDGAR 10/28/2026 - 05:01 PM EDT Accepted by SEC EDGAR 10/28/2026 - 05:00 PM EDT Learn about SEC filing dates

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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): October 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.)

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.

As previously disclosed, on July 17, 2026, GridAI Technologies Corp. (the “Company”) loaned $2,000,000 to Pronghorn Resources, LLC, a Delaware limited liability company (“Pronghorn”), evidenced by a Secured Convertible Note (as amended and restated, the “Note”) and secured pursuant to a Security Agreement between the Company and Pronghorn dated July 17, 2026 (as amended, the “Security Agreement”). On September 4, 2026, the Company advanced an additional $964,000 to Pronghorn and, on October 1, 2026, the Company advanced an additional $536,000 to Pronghorn, and in connection with each such advance the Note was amended and restated and the Security Agreement was amended.

On October 22, 2026, the Company advanced an additional $1,500,000 to Pronghorn (the “Fourth Advance”). In connection with the Fourth Advance, Pronghorn issued to the Company a Third Amended and Restated Secured Convertible Note in the principal amount of $5,000,000 (the “Third A&R Note”), reflecting the aggregate of all advances made by the Company to Pronghorn. The Third A&R Note matures on the earlier of (i) December 31, 2026 and (ii) the consummation of a Change of Control Transaction (as defined in the Third A&R Note) (the “Maturity Date”). Interest accrues on the Payment Amount (as defined in the Third A&R Note) from and after the Maturity Date at an annual rate of seven percent (7%), payable in cash.

Upon a payment Event of Default (as defined in the Third A&R Note), the Company has the right, at its election, to convert all or part of the Payment Amount (or, following an Event of Default, the Default Amount) into membership interests of Pronghorn equal to ten percent (10%) of Pronghorn’s fully diluted capitalization as of the conversion date. Events of Default include, among other things, failure to pay principal or interest when due (subject to a five-day cure period for interest and other amounts), uncured covenant breaches, and defaults under the other transaction documents. Upon an uncured Event of Default, the Third A&R Note becomes, at the Company’s election, immediately due and payable in cash in the Default Amount or convertible as described above. The Third A&R Note also contains customary representations, warranties and affirmative and negative covenants, including restrictions on Pronghorn incurring indebtedness or liens other than as permitted thereunder.

Also on October 22, 2026, the Company and Pronghorn entered into a Third Amendment to Security Agreement (the “Third Amendment”), which amends the definition of “Note” in the Security Agreement to refer to the Third A&R Note, such that the Third A&R Note is secured by the security interest in Pronghorn’s assets granted under the Security Agreement. Except as expressly amended by the Third Amendment, the Security Agreement remains in full force and effect.

The foregoing descriptions of the Third A&R Note and the Third Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Third Amended and Restated Secured Convertible Note, dated October 22, 2026, issued by Pronghorn Resources, LLC to GridAI Technologies Corp.
10.2	Third Amendment to Security Agreement, dated October 22, 2026, by and between GridAI Technologies Corp. and Pronghorn Resources, LLC.
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 28, 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 70.2 KB
• EX-10.2 EXHIBIT 10.2 15.3 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