GridAI Technologies Corp. 8-K

What Happened
GridAI Technologies Corp. announced that its Board approved the appointment of Jason D. Sawyer as Chief Executive Officer and the company entered into an Amended and Restated Consulting Agreement with Access Alternative Group S.A. effective December 19, 2025. The agreement replaces a prior September 8, 2025 consulting agreement and formalizes Mr. Sawyer’s compensation, term and certain severance and indemnification protections.

Key Details

• Consulting Agreement term: initial two-year term beginning December 19, 2025, renewable annually at the company’s discretion.
• Cash compensation: $25,000 per month (retroactive to October 1, 2025) plus a $20,000 quarterly fee for each quarter the company remains in compliance with Nasdaq rules (first quarterly payment scheduled to begin January 1, 2026, if applicable).
• One-time and equity payments tied to acquisition approval: $150,000 cash and 400,000 shares issuable under the company’s equity incentive plan payable upon shareholder approval of the company’s acquisition of Grid AI Corp.
• Long-term equity: restricted stock units covering 1,000,000 shares, vesting 25% at the end of each calendar quarter of 2026 upon meeting quarterly objectives; immediate vesting if terminated without Cause, upon a Change in Control, or if >50% of Series H preferred stock is converted to common.
• Termination and severance: Consultant may terminate with ≥30 days’ notice; company may terminate with 10 business days’ notice. If terminated other than for “Cause” before the initial term ends, Consultant is entitled to pro‑rated cash severance equal to remaining base compensation and the related quarterly Nasdaq compliance fees.
• Indemnification and insurance: the Company will defend and indemnify Mr. Sawyer to the fullest extent permitted by Delaware law and will maintain directors’ & officers’ liability insurance as described in the agreement.

Why It Matters
This filing formalizes GridAI’s permanent CEO appointment and sets out the cash, potential severance and significant equity compensation that will affect both near‑term cash flow and potential share dilution. The agreement ties part of the compensation to Nasdaq compliance and to shareholder approval of a planned acquisition of Grid AI Corp., signaling management’s priorities (listing compliance and the acquisition) and creating potential incentives for execution. Investors should note the retroactive pay, the quarterly fees tied to Nasdaq compliance, the large RSU grant (1,000,000 shares) with accelerated-vesting triggers, and the one-time payout contingent on the acquisition approval — all of which are material to governance, dilution and corporate costs.