GridAI issues warrants in roughly $2.15M placement

Purchasers have piggyback registration rights, but GridAI is not obligated to initiate a resale registration statement solely for a Purchaser.

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

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How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

GridAI Technologies Corp. (GRDX) agreed on October 22, 2026, to sell in private placements Pre-Funded Warrants to purchase up to an aggregate of 462,365 common shares and Common Warrants to purchase up to an aggregate of 462,365 common shares, for gross proceeds of approximately $2,150,000. One Pre-Funded Warrant and one accompanying Common Warrant have a combined purchase price of US$4.65.

The company issued the warrants on October 26, 2026. Both types are immediately exercisable. Pre-Funded Warrants have a US$0.0001-per-share exercise price and no expiration date. Common Warrants have a US$4.525-per-share exercise price and expire five years from the earlier of the Registration Statement's effective date or the date the underlying shares may be resold without restriction or limitation under Rule 144. Common Warrants may be exercised on a cashless basis if the underlying shares are not registered under an effective registration statement. GridAI intends to use net proceeds for general corporate purposes, which may include acquisitions and/or repayment of outstanding debt, and working capital.

Filing Explained

The agreement gives purchasers conditional piggyback rights to register shares underlying both warrant types, but GridAI is not required to initiate a resale registration statement solely for them, so a standalone company filing for resale is not committed.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Pre-Funded Warrant share coverage: up to 462,365 shares Common Warrant share coverage: up to 462,365 shares Gross proceeds: approximately $2,150,000 +4 more

7 metrics

Pre-Funded Warrant share coverage up to 462,365 shares Aggregate shares purchasable under the Pre-Funded Warrants

Common Warrant share coverage up to 462,365 shares Aggregate shares purchasable under the Common Warrants

Gross proceeds approximately $2,150,000 Private placements

Combined purchase price US$4.65 One Pre-Funded Warrant and one accompanying Common Warrant

Pre-Funded Warrant exercise price US$0.0001 per share Exercise price, subject to adjustment

Common Warrant exercise price US$4.525 per share Exercise price, subject to adjustment

Common Warrant term five years From the earlier of the Registration Statement's effective date or the date the underlying shares may be resold without restriction or limitation under Rule 144

Key Terms

Pre-Funded Warrants, Common Warrants, cashless basis, piggyback registration rights, +1 more

5 terms

Pre-Funded Warrants financial

"The Pre-Funded Warrants have an exercise price"

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

"The Common Warrants are exercisable immediately"

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.

cashless basis financial

"exercise the Common Warrants on a cashless basis"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

piggyback registration rights regulatory

"has piggyback registration rights with respect to the shares"

A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.

Rule 144 regulatory

"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.

FAQ

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

How much gross proceeds does GRDX's private placement provide?

GridAI agreed to the private placement for gross proceeds of approximately $2,150,000. One Pre-Funded Warrant and one accompanying Common Warrant have a combined purchase price of US$4.65.

How many shares do the GRDX warrant types cover?

The agreement covers Pre-Funded Warrants to purchase up to an aggregate of 462,365 shares and Common Warrants to purchase up to an aggregate of 462,365 shares.

What are the GRDX warrants' exercise prices and expiration terms?

Pre-Funded Warrants have a US$0.0001-per-share exercise price and no expiration date. Common Warrants have a US$4.525-per-share exercise price and expire five years from the earlier of the Registration Statement's effective date or when the underlying shares may be resold without restriction or limitation under Rule 144.

How does GRDX intend to use the private placement proceeds?

GridAI intends to use net proceeds for general corporate purposes, which may include acquisitions and/or repayment of outstanding debt, and working capital.

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

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Available on EDGAR 10/28/2026 - 04:17 PM EDT Accepted by SEC EDGAR 10/28/2026 - 04:16 PM EDT

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

On October 22, 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) pre-funded warrants to purchase up to an aggregate of 462,365 shares of common stock (the “Pre-Funded Warrants”) and (ii) common stock purchase warrants to purchase up to an aggregate of 462,365 shares of common stock (the “Common Warrants”) for gross proceeds to the Company of approximately $2,150,000. The combined purchase price for one Pre-Funded Warrant together with one accompanying Common Warrant is US$4.65.

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 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 US$4.525 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.

Under the Purchase Agreement, the Purchaser has piggyback registration rights with respect to the shares of common stock issuable upon exercise of the Pre-Funded Warrants and Common Warrants, subject to the notice, inclusion, and other conditions contained in the Purchase Agreement. The Company is not obligated under the Purchase Agreement to initiate a resale registration statement solely for the Purchaser.

The foregoing descriptions of the Purchase Agreement, Pre-Funded Warrants and Common Warrants do not purport to be complete and are qualified in their entirety by reference to the applicable transaction documents, to be filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure under Item 1.01 above is incorporated herein by reference. On October 26, 2026, the Company issued the Pre-Funded Warrants and Common Warrants described in Item 1.01 above in reliance 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

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 237.4 KB