UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): May 14, 2026

~~Date~~GridAI ofTechnologies ~~report~~Corp. (~~Date~~Exact name of ~~earliest~~Registrant ~~event~~as ~~reported): May~~Specified 8,in ~~2026~~its Charter)

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.)

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, FL 33432

(Address of Principal Executive Offices) (Zip Code)

433 Plaza Real, Suite 275 Boca Raton, Florida		33432
(Address of principal executive offices)		(Zip Code)

(561) 589-5444

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including area~~Including ~~code:~~Area ~~(561~~Code) ~~589-7020~~

~~Not Applicable~~N/A

(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 ~~Capital~~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~~into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2025, GridAI Technologies Corp. (f/k/a Entero Therapeutics, Inc.) (the “Company”) entered into a Revolving Loan Agreement dated January 27, 2025 (the “Revolving Loan Agreement”), with 1396974 BC Ltd. (the “Lender”) pursuant to which the Lender agreed to make loans to the Company. Under the Revolving Loan Agreement, the outstanding principal balance of all outstanding loans, all accrued and unpaid interest and all other amounts, costs, expenses and/or liquidated damages were due in full on January 31, 2026 (the “Maturity Date”). As also previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2026, on April 1, 2026, the Company received a demand letter from the Lender, asserting that the Company is in default of the Revolving Loan Agreement as the Maturity Date had passed and the amounts due under the Revolving Loan Agreement have not been repaid, and demanding the Company to pay a total sum of $21,014,675, which includes the principal amounts received by the Company ($700,000), interest and a 20% increase of these amounts due to the default pursuant to the terms of Revolving Loan Agreement.54 ~~million~~On ~~Financing~~May 14, 2026, the Company and the Lender entered into a Debt Settlement and Subscription Agreement (the “Settlement Agreement”) pursuant to which the Company will satisfy its obligation to the Lender through (i) a cash payment in the aggregate amount of $800,000, comprised of the principal amount of $700,000 and accrued interest in the amount of $100,000, and (ii) the issuance of 71,482 shares of the Company’s common stock at a deemed price of $3.25 per share, in satisfaction of remaining accrued interest obligations of $232,315, all in accordance with the terms and conditions set forth in the Settlement Agreement.

OnThe ~~May~~foregoing ~~8, 2026, May 11,~~description ~~2026~~of ~~and May 12, 2026, GridAI Technologies Corp. (~~the ~~“Company”)~~Settlement ~~entered~~Agreement ~~into~~is ~~securities~~subject ~~purchase agreements (the “Purchase Agreements”) with purchasers identified therein (each such purchaser~~to, ~~a “Purchaser”~~ and, ~~collectively,~~qualified ~~the “Purchasers”) pursuant to which the Company agreed to sell to the Purchasers~~ in ~~private~~its ~~placements~~entirety ~~an aggregate of (i) 74~~by,~~000~~ ~~shares~~such ~~of common stock~~document, ~~(ii)~~ ~~pre-funded~~which ~~warrants~~is tofiled ~~purchase~~as upExhibit ~~to an aggregate of~~ 10.1~~,196,001~~ ~~shares of common stock (the “Pre-Funded Warrants”) and (iii) common stock purchase warrants~~ to ~~purchase~~this ~~up to an aggregate of 1,270,001 shares of common stock (the “Common Warrants”)~~Current ~~for~~Report ~~gross~~on ~~proceeds~~Form ~~to the Company of approximately $2,540,000. The combined purchase price for one share of common stock or Pre~~8-~~Funded Warrant~~K ~~in lieu of share of common stock~~ and ~~one~~incorporated ~~Common~~herein ~~Warrants~~by ~~is $2.00.~~reference

~~The~~Item ~~Company~~9.01 ~~intends~~Financial toStatements ~~use the net proceeds for general corporate purposes, including working capital,~~ and ~~repayment of certain outstanding liabilities~~Exhibits. ~~The closing will occur on May 18, 2026, subject to the satisfaction of customary closing conditions.~~

~~All~~(d) ~~Pre-Funded Warrants have an exercise price of $0~~Exhibits.00001 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 six months after the issuance date 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 issuable pursuant to the Purchase Agreement dated May 8, 2026 have an exercise price of $2.56 per share, the Common Warrants issuable pursuant to the Purchase Agreement dated May 11, 2026 have an exercise price of $2.74 per share and the Common Warrants issuable pursuant to the Purchase Agreement dated May 12, 2026 have an exercise price of $2.89 per share, all 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. Certain Purchasers have contractually agreed to restrict its ability to exercise the Common Warrant such that the number of shares of the Company’s common stock held by the Purchaser and its affiliates after such exercise does not exceed the Beneficial Ownership Limitation set forth in the Common Warrant which may not exceed 4.99% (or, upon election by a Purchaser prior to the issuance of any Common Warrants, 9.99%) of the Company’s then issued and outstanding shares of common stock.

No.		Description
10.1		Debt Settlement and Subscription Agreement, dated May 14, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

In connection with the Purchase Agreement, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with the Purchasers. Pursuant to the Registration Rights Agreements, the Company will be required to file a resale registration statement (the "Registration Statement") with the Securities and Exchange Commission to register for resale the shares issuable upon exercise of the Pre-Funded Warrants and the shares issuable upon exercise of the Common Warrants within 15 days after the closing of the transactions contemplated by the Purchase Agreements, and to have such Registration Statement declared effective as promptly as possible after its filing.SIGNATURES

~~The~~Pursuant ~~foregoing~~to ~~descriptions~~the requirements of the ~~Purchase~~Securities ~~Agreements,~~Exchange ~~Pre-Funded~~Act ~~Warrants,~~of ~~Common Warrants~~1934, ~~and~~as ~~Registration Rights Agreements described herein are subject to~~amended, ~~and~~ ~~qualified~~the inregistrant ~~their~~has ~~entirety~~duly ~~by,~~caused ~~such~~this ~~documents,~~report ~~which are filed as Exhibit 10.1, 4.1, 4.2, and 10.2~~ to ~~this~~be ~~Current~~signed ~~Report~~ on ~~Form 8-K~~its ~~and~~behalf ~~incorporated~~by ~~herein~~the byundersigned hereunto ~~reference~~duly authorized.

$5.25 million Financining

	GRIDAI TECHNOLOGIES CORP.

Date: May 20, 2026	By:	/s/ Jason D. Sawyer
	Name:	Jason D. Sawyer
	Title:	Chief Executive Officer

On May 11, 2026, the Company entered into a securities purchase agreement (the “Additional Purchase Agreement”) with the purchasers identified therein (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) pursuant to which the Company will sell to the Purchasers in private placements an aggregate of (i) 87,260 shares of common stock, (ii) pre-funded warrants to purchase up to an aggregate of 1,745,199 shares of common stock (the “Pre-Funded Warrants”) and (iii) common stock purchase warrants to purchase up to an aggregate of 1,832,459 shares of common stock (the “Common Warrants”) for gross proceeds to the Company of approximately $5,250,000. The combined purchase price for one share of common stock or Pre-Funded Warrant in lieu of share of common stock and one Common Warrants is $2.865.

The Company intends to use the net proceeds for general corporate purposes, including working capital, and repayment of certain outstanding liabilities. The closing will occur on May 18, 2026, subject to the satisfaction of customary closing conditions. $20% of the gross proceeds will be paid to the Company at closing. The remaining 80% of the proceeds will be paid prior to the declaration by the Securities and Exhange Commission (the “SEC”) that the Registration Statement (defined below) is effective.

The Pre-Funded Warrants have an exercise price of $0.00001 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 $2.865 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.

In connection with the Additional Purchase Agreement, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with the Purchasers. Pursuant to the Registration Rights Agreements, the Company will be required to file a resale registration statement (the "Registration Statement") with the SEC to register for resale the shares issued under the Additional Purchase Agreement, the shares issuable upon exercise of the Pre-Funded Warrants and the shares issuable upon exercise of the Common Warrants, within 15 days after the closing of the transactions contemplated by the Additional Purchase Agreement, and to have such Registration Statement declared effective as promptly as possible after its filing.

The foregoing descriptions of the Additional Purchase Agreement, Pre-Funded Warrants, Warrants, and Registration Rights Agreements described herein are subject to, and qualified in their entirety by, such documents, which are filed as Exhibit 10.3, 4.1, 4.3 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure under Item 1.01 above is incorporated herein by reference. In connection with the issuance of the securities described in Item 1.01, the Company relied 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
4.3		Form of Warrant
10.1		Form of Securities Purchase Agreement
10.2		Form of Registration Rights Agreement
10.3		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.
May 14, 2026	By:	/s/ Jason D. Sawyer
	Name:	Jason D. Sawyer
	Title:	Chief Executive Officer

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