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): ~~September~~October 3017, 2025

Entero Therapeutics, Inc.

(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.)

777 Yamato Road, Suite 502

Boca Raton, Florida

33431

(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

ENTO

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

~~The~~On ~~information~~October 17, ~~set~~2025, ~~forth~~Entero ~~in Item 2~~Therapeutics, Inc.01 ~~below~~(the ~~regarding~~“Company”) ~~the~~entered ~~Share~~into ~~Exchange~~a Securities Purchase Agreement (asthe ~~defined~~“Purchase ~~below~~Agreement”) iswith ~~incorporated~~an byinvestor ~~reference~~(“Investor”), pursuant to which the Company may sell to the Investor in ~~this~~a ~~Item~~private placement (“Offering”) up to $5,000,000 in gross proceeds: (i) Promissory Notes (“Notes”) and (ii) a common stock purchase warrant to purchase up to an aggregate of 1,520,000 shares of common stock (the “Warrant,” and the shares issuable upon exercise of the Warrant, the “Warrant Shares,” and the Notes, together with the Warrant sold under the Offering, the “Securities”).01 The Purchase Agreement permits subsequent Closings after the Initial Closing, for all or any portion of the remaining aggregate offering amount of the Securities not sold at the time of the Initial Closing or any subsequent Closing. The parties made customary representations and warranties, and agreed to customary covenants and indemnification provisions. The capitalized terms used herein but not otherwise defined have the meanings set forth in the Purchase Agreement.

~~Item~~The 2Company intends to use the net proceeds for general corporate purposes (which for the avoidance of doubt may include acquisitions, in the Company’s discretion), including working capital.~~01.~~ ~~Completion~~The Initial Closing took place on October 17, 2025, pursuant to which the Company sold to the Investor: (i) a Note in the principal amount of ~~Acquisition~~$500,000 orand ~~Disposition~~(ii) a Warrant to purchase up to 200,000 shares of ~~Assets~~common stock, for gross proceeds of $500,000.

~~Share~~Promissory ~~Exchange Agreement~~Note

OnThe ~~September~~Note ~~30,~~issued ~~2025,~~to the ~~Company~~Investor ~~entered~~on ~~into and consummated a~~October ~~share exchange agreement (“Share Exchange Agreement”) with GridAI Corp~~17, a2025 ~~Nevada~~was ~~corporation (“GridAI”),~~in ~~and~~ the ~~stockholders~~principal amount of ~~all~~$500,000, ofwith ~~the~~a ~~issued~~maturity ~~and~~date ~~outstanding shares of GridAI~~ (~~such shares, the~~ “~~Shares,~~Maturity Date” ~~and~~) ~~the~~of ~~stockholders,~~one ~~collectively,~~year ~~the “Sellers,”~~ and, ~~the~~one ~~Sellers,~~day ~~together~~after ~~with~~its ~~the~~date ~~Company~~of ~~and~~issuance. ~~GridAI,~~The ~~the “Parties”).~~Company ~~Pursuant~~may toextend the ~~Share~~Maturity ~~Exchange~~Date ~~Agreement,~~upon ~~the~~notice ~~Company~~to ~~purchased~~ the ~~Shares~~Investor ~~from the Sellers~~ for aan ~~purchase~~unrestricted ~~price~~number ~~consisting~~ of ~~(i)~~times; ~~an aggregate~~provided, ~~of 424~~however,~~348~~ ~~shares~~that ~~(the~~each ~~“Exchanged Common Shares”) of~~ time the Company’s ~~common~~exercises ~~stock,~~such ~~$0.0001~~extension ~~par~~option ~~value per share (~~the ~~“Common~~Company ~~Stock”),~~can ~~which~~only ~~represents~~extend ~~19.99% of~~ the ~~issued~~Maturity ~~and~~Date ~~outstanding~~in ~~shares~~increments of ~~Common~~one ~~Stock~~year asand ofone ~~the~~day. ~~date~~The ~~of entry~~Note ~~into~~is ~~the~~not ~~Share~~convertible ~~Exchange Agreement,~~ and ~~(ii)~~does ~~38,801,546~~not ~~shares~~bear ~~(such~~interest. ~~shares,~~The ~~the “Exchanged Preferred Shares”) of the Company~~Note’s ~~Series~~ Hdefault ~~Non-Voting~~events ~~Convertible~~include ~~Preferred~~any ~~Stock~~default ~~(the “Series H Preferred Stock”) having such rights and preferences as set forth~~ in the ~~Certificate~~payment of ~~Designation~~the principal amount of ~~Preferences~~the Note, ~~Rights~~as and ~~Limitations~~when ofthe ~~Series~~same Hshall ~~Non-Voting~~become ~~Convertible~~due ~~Preferred~~and ~~Stock~~payable ~~filed with~~(whether ~~the Delaware Secretary of State~~ on ~~October~~the 1,Maturity ~~2025~~Date ~~(the~~or ~~“Certificate~~by ofacceleration ~~Designation”~~or otherwise), ~~and~~ which ~~Exchanged Preferred~~default ~~Shares~~is ~~will~~not becured ~~convertible~~within ~~into~~five ~~an aggregate of 38,801,546 shares of Common Stock~~ (~~the “Conversion Shares”~~5), Business ~~subject~~Days ~~to shareholder approval and certain conditions and adjustments~~ (as ~~set~~defined ~~forth~~ in the ~~Certificate~~Note); ofor ~~Designation. The Exchanged Common Shares together with~~ the ~~maximum~~Company ~~number~~or ofany ~~Conversion~~Subsidiary ~~Shares represent 82.5% of the issued and outstanding shares of Common Stock~~ (as ofdefined ~~the~~in ~~date of entry into~~ the ~~Share~~Note) ~~Exchange Agreement on an as-converted and fully-diluted basis. The aforesaid exchange of shares for the Exchanged Common Shares~~shall ~~and~~be ~~Exchanged~~subject ~~Preferred Shares is herein referred~~ to asa ~~the~~Bankruptcy ~~“Share~~Event ~~Exchange.” As of the closing of the Share Exchange~~ (~~the “Closing”),~~as ~~GridAI~~defined ~~owned~~in ~~75% of~~ the ~~issued and outstanding capital stock of AMPX UK Holdings, a Cayman Islands company (“AMPX”~~Note).

~~Covenants~~Warrant

The ~~Company~~Warrant ~~agreed~~is toexercisable on ~~hold~~stockholder aapproval (such date of stockholder ~~meeting (~~approval, the “Stockholder ~~Meeting~~Approval Date”) asand ~~promptly~~expire asfive ~~practicable~~years ~~following~~from the Stockholder ~~Closing~~Approval Date. The Warrant has an exercise price of $2.50 per share, subject to ~~consider~~adjustment ~~and~~as ~~obtain~~set ~~approval~~forth in the Warrant for stock splits, stock dividends, recapitalizations and similar customary adjustments. Additionally, during such time as the ~~conversion~~Warrant is outstanding, if the aggregate amount of proceeds invested by the ~~Exchanged~~Investor ~~Preferred~~pursuant to the Purchase Agreement increases above the amount invested on the Initial Closing Date pursuant to subsequent Closings, if any, then the number of Warrant Shares ~~into~~will ~~Common~~be ~~Stock~~adjusted, ~~and~~pro rata, ~~proposals~~such that the ~~Company~~aggregate ~~and~~number ~~Sellers~~of ~~mutually~~Warrant ~~agree~~Shares isissuable ~~necessary~~under orthe ~~desirable to~~Warrant ~~consummate~~(as ~~the~~adjusted ~~transactions~~for ~~contemplated~~any bystock splits, stock dividends or similar corporate events) equals the ~~Share~~product ~~Exchange~~of (~~“Stockholder~~i) the ~~Approval”~~Holder’s total Subscription Amount multiplied by (ii) 0.40, up to an maximum of 1,520,000 Warrant Shares.

The ~~Sellers~~Investor ~~agreed~~may toexercise ~~deliver~~ the ~~Seller~~Warrant ~~Disclosure Letter~~on 21a ~~days~~cashless ~~from~~basis if the ~~Closing, together with copies~~ shares of ~~any~~common ~~and~~stock ~~all~~underlying ~~documents~~the orWarrant ~~other~~are ~~relevant~~not ~~information~~then ~~with~~registered ~~respect~~pursuant to ~~any~~an ~~disclosures listed~~effective inregistration ~~the~~statement. ~~Seller~~The ~~Disclosure~~Investor ~~Letter~~agreed asto restrict ~~and~~its ability to ~~grant~~exercise the ~~Company~~Warrant ~~certain~~such ~~indemnification~~that ~~rights~~the ~~for~~number ~~breaches~~ of ~~representations~~shares ~~and warranties~~of ~~made by~~ the ~~Sellers~~Company’s incommon ~~the~~stock ~~Share~~held ~~Exchange~~by ~~Agreement~~the ~~that~~Investor ~~have~~and its oraffiliates ~~are~~after ~~reasonably~~such ~~likely~~exercise todoes ~~have~~not exceed a ~~material~~Beneficial ~~adverse~~Ownership ~~effect~~Limitation ~~on GridAI’s ownership~~ of 754.9% of the Company’s then issued and outstanding shares ~~capital stock~~ of ~~AMPX~~common ~~or the ownership or operation of the AMPX assets or business~~stock.

~~The~~Pursuant ~~Company~~to ~~also~~the ~~agreed that~~Purchase Agreement, asthe ~~soon~~Company asagreed ~~practicable after Closing and subject~~ to ~~any~~hold ~~required~~a shareholder ~~approval~~meeting ~~and cancellation of any outstanding AMPX warrants and options,~~ to ~~(a)~~obtain ~~issue up~~Stockholder toApproval ~~2,000,000~~as ~~restricted~~soon ~~stock awards exercisable for Common Stock, to such persons and in such amounts~~ as ~~Grid~~practicable AIfollowing ~~and the Company may~~preparation ~~mutually~~of ~~agree~~any ~~with~~required ~~respect~~financial tostatements ~~such persons working~~ for ora ~~with~~proxy ~~GridAI~~statement orfor ~~AMPX~~a ~~before~~special or ~~after~~annual ~~the~~meeting. ~~Closing;~~If ~~(b) amend~~ the Company~~’s equity~~ ~~incentive~~does ~~plan~~not ~~currently~~obtain inStockholder Approval ~~effect~~at ~~(the~~such ~~“Incentive Plan”) to~~meeting, ~~among other things, increase~~ the ~~number~~Company ofshall ~~shares~~call ~~of Common Stock issuable or available to be issued under the Incentive Plan, and (c) grant options to purchase up to 3,800,000 shares of Common Stock, exercisable at $0.66 per share, subject to~~ a ~~3-year~~stockholder ~~vesting~~meeting ~~starting~~each ~~December~~90 ~~31,~~days ~~2025,~~thereafter to ~~such~~seek ~~persons~~Stockholder ~~and~~Approval inuntil ~~such amounts~~the asearlier ~~GridAI~~of ~~and~~ the ~~Company~~date ~~may~~on ~~mutually~~which ~~agree~~Stockholder ~~with~~Approval ~~respect~~is toobtained ~~such persons working for~~ or ~~with~~the ~~GridAI~~Warrant oris ~~AMPX~~no ~~before~~longer ~~or after the Closing~~outstanding.

~~Each~~Also ofpursuant to the Purchase ~~Company~~Agreement, ~~GridAI and~~ the ~~Sellers~~Company agreed to, asfile ~~promptly~~a asregistration ~~practicable~~statement ~~after~~as ~~the~~soon ~~Closing~~as ~~and~~practicable ~~prior~~providing tofor the ~~Stockholder~~resale ~~Meeting,~~by ~~give~~the ~~and obtain certain notices and consents related~~Investor toof the ~~Share~~Warrant ~~Exchange~~Shares.

~~After~~The ~~Closing,~~foregoing ~~Sellers may designate two directors to the Company’s~~descriptions ~~Board~~ of ~~Directors,~~each ~~which~~of ~~designation is subject to~~ the ~~Company’s~~Purchase ~~consent~~Agreement, ~~not~~the ~~to be unreasonably withheld~~Note, ~~which~~and ~~designees will be entitled to serve as a director until~~ the ~~Company’s~~Warrant ~~next~~do ~~regularly~~not ~~scheduled~~purport ~~annual~~to ~~meeting.~~be ~~The~~complete ~~Parties~~and ~~agreed~~are ~~that~~each ~~additional directors~~qualified ~~may~~in betheir ~~appointed~~entirety ~~or appointable~~ by reference ~~Sellers~~to on the ~~conversion~~full text of ~~Exchanged~~the ~~Preferred~~Purchase ~~Stock into Common Stock~~Agreement, ~~such that upon~~ the ~~full~~form ~~conversion~~ of ~~Exchanged~~Note ~~Preferred~~and ~~Stock~~Warrant, ~~into~~copies ~~Common~~of ~~Stock,~~which ~~Sellers~~ are ~~entitled~~filed toas ~~appoint~~Exhibits ~~five~~10.1, ~~out~~10.2, and of10.3, ~~seven directors~~respectively, ~~subject~~ to ~~any~~this ~~applicable~~Current ~~requirements~~Report ofon ~~The~~Form 8-K ~~Nasdaq Stock Market LLC~~ (“~~Nasdaq~~Form 8-K”) and incorporated herein by reference.

~~The~~Item ~~Company~~2.03 ~~further~~Creation ~~agreed~~of ~~to consummate~~ a ~~proposed financing~~Direct ~~(“Financing”)~~Financial ~~with~~Obligation ~~gross~~or ~~proceeds~~an ~~not~~Obligation ~~less~~under ~~than~~an $3Off-Balance ~~million~~Sheet noArrangement ~~later than 30 days after the Closing, and that at no time prior to completion~~ of ~~the~~a ~~Financing will the Company have less than $2,000,000 in available cash on deposit with one or more financial or banking institutions~~Registrant.

~~Registration~~The ~~Rights~~information ~~Agreement~~set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

On September 30, 2025, the Company and the Sellers entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”) covering the resale of all of the Registrable Securities (as defined below) within 15 days after the preparation of any financial statements of GridAI or AMPX that would be required to be included in the Registration Statement under applicable rules and regulations. The Company agreed to use its best efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”) as promptly as possible after the filing thereof, but in any event within 90 days after the filing date of the Registration Statement. Subject to certain exceptions, the Company agreed not to file any other resale registration statements until all Exchanged Common Shares and Conversion Shares are registered for resale. The Sellers are entitled to certain liquidated damages to be paid by the Company if the Company does not comply with the applicable registration and effectiveness requirements set forth in the Registration Rights Agreement.

The foregoing descriptions of each of the Share Exchange Agreement and the Registration Rights Agreement do not purport to be complete and are each qualified in their entirety by reference to the full text of the Share Exchange Agreement and form of Registration Rights Agreement, copies of which are filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K (“Form 8-K”) and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 2.01 of this Form 8-K regarding the issuance of the Exchanged Common Shares, Exchanged Preferred Shares and Conversion Shares is incorporated herein by reference. Such securities have been or will be issued in reliance on the exemptions from registration under the Securities Act provided by Section 4(a)(2) thereof and/or Regulation D thereunder.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 1, 2025, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware. The Certificate of Designation authorized the creation of Series H Preferred Stock in the amount of 38,801.546 shares.

Voting Rights

Except as otherwise required by law, the Series H Preferred Stock have no voting rights. As long as any shares of Series H Preferred Stock are outstanding, the Company may not, without the written consent or affirmative vote of the holders of a majority of the then outstanding shares of the Series H Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series H Preferred Stock or alter or amend the Certificate of Designations, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Company, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of preferred stock of the Company, par value $0.0001 per share (“Preferred Stock”) in each case if any such action would adversely alter or change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series H Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, or (ii) enter into any agreement with respect to any of the foregoing.

Rank; Liquidation

With respect to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all shares of Series H Preferred Stock shall rank: (i) senior to all junior securities; (ii) on parity with the Common Stock any other class or series of preferred stock of the Company hereafter created specifically ranking, by its terms, on parity with the Series H Preferred Stock (the “Parity Securities”); and (iii) junior to the Series B Convertible Preferred Stock any other class or series of Preferred Stock or other capital stock of the Company hereafter created specifically ranking, by its terms, senior to the Series H Preferred Stock (collectively, the “Senior Securities”). Upon any liquidation, each holder shall be entitled, together pro rata with the holders of Parity Securities, to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of junior securities by reason of their ownership thereof, an amount in cash equal to the aggregate liquidation value of $618.53 per share for all shares of Series H Preferred Stock held by such Holder. A fundamental transaction will not be deemed a liquidation unless the Company expressly declares that such fundamental transaction shall be treated as if it were a liquidation.

Conversion

Following Stockholder Approval, each share of Series H Preferred Stock is automatically convertible into shares of Common Stock at a ratio of 1:1,000 (the “Conversion Ratio”) (subject to certain limitations, including that a holder of Series H Preferred Stock is prohibited from converting shares of Series H Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion) in six equal installments, with each installment representing one-sixth of the aggregate number of Conversion Shares issuable upon conversion of all of the Series H Preferred Stock held by a holder if converted in full automatically and without an action required on the part of the holder thereof within five business days of the achievement of each of six different milestone events relating to the business of AMPX as set forth in the Certificate of Designation.

Adjustment

The Conversion Ratio is subject to proportional adjustment upon stock dividends, stock splits and similar corporate actions. Additionally, if the Company has not cancelled 11,911 outstanding shares of Common Stock, outstanding warrants to purchase 42,562 shares of Common Stock, outstanding options to purchase 2,737 shares of Common Stock and 11,777.418 outstanding shares of Series G Non-Voting Preferred Stock by December 31, 2025, the Conversion Ratio will be adjusted to 1:1,483.93.

Redemption

The Series H Preferred Stock are not redeemable at the option of the Company or the Holder thereof; provided, however, that the lack of a redemption right does not limit the ability of the Company to purchase or otherwise deal in such shares to the extent otherwise permitted under the Certificate of Designation and by law.

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On October 1, 2025, the Company issued a press release announcing the Closing of the Share Exchange.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

Item 8.01. Other Events.

As previously disclosed, on April 11, 2025, the Company received written notice from Nasdaq that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing. As a result of the Share Exchange, the Company believes that, as of the date of this Form 8-K, it has stockholders’ equity of at least $2.5 million as required by Nasdaq Listing Rule 5550(b)(1). Until Nasdaq has reached a final determination that the Company has regained compliance with all of the applicable continued listing requirements, there can be no assurances regarding the continued listing of the Common Stock on the Nasdaq Capital Market and the Company could be subject to delisting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1		Share Exchange Agreement.
10.1		Form of Securities Purchase Agreement.
3.1		Certificate of Designation of Preferences, Rights and Limitations of Series H Non-Voting Convertible Preferred Stock filed with the Delaware Secretary of State on October 1, 2025.
10.2		Form of Promissory Note.
10.1		Form of Registration Rights Agreement.
10.3		Form of Warrant.
99.1		Press Release dated October 1, 2025.
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.

	Entero Therapeutics, Inc.
October 6, 2025	By:	/s/ Jason D. Sawyer
October 22, 2025	By:	/s/ Jason D. Sawyer
	Name:	Jason D. Sawyer
	Title:	Interim Chief Executive Officer

Filing Compare · GridAI Technologies Corp.