UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026


☐	TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

From the transition period from to

Commission File Number 001-37853

~~ENTERO~~GRIDAI ~~THERAPEUTICS,~~TECHNOLOGIES ~~INC~~CORP. (Exact name of registrant as specified in its charter)

Delaware		46-4993860
(State or other jurisdiction ofincorporation or organization)		(I.R.S EmployerIdentification No.)

79014th St N # 21135
Delaware		46-4993860
St. Petersburg, Florida		33702
(State or other jurisdiction ofincorporation or organization)		(I.R.S EmployerIdentification No.)
(Address of principal executive offices)		(Zip Code)


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

(561) 589-7020

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common stock, par value $0.0001 per share		~~ENTO~~GRDX		The Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 36,~~361~~653,~~903~~140 shares of the registrant’s common stock, par value $0.0001 per share (the “Common Stock”), outstanding as of ~~November~~May 1827, ~~2025~~2026.

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		Page

PART I. FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3432

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4441

Item 4.	Controls and Procedures	4441

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	4542

Item 1A.	Risk Factors	4542

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4542

Item 3.	Defaults Upon Senior Securities	4542

Item 4.	Mine Safety Disclosures	4542

Item 5.	Other Information	4542

Item 6.	Exhibits	4643

SIGNATURES

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties. All statements contained in this Quarterly Report other than statements of historical facts, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

The words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “target”, “potential”, “will”, “would”, “could”, “should”, “continue” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about:

●

our ability to maintain compliance with the applicable listing requirements of The Nasdaq Capital Market;

● our ability to satisfy our existing payment obligations and other payment obligations as they become due, including those related to the acquisition of First Wave Bio, Inc. ~~and the Grid AI acquisition, as well as risks and uncertainties associated with integrating Grid AI’s operations and meeting related financial commitments;~~

●

statements regarding the impact of geopolitical events, including the war in Ukraine and the Middle East, and their effects on our operations, access to capital, research and development and clinical trials and potential disruption in the operations and business of third-party vendors, contract research organizations (“CROs”), contract development and manufacturing organizations (“CDMOs”), other service providers, and collaborators with whom we conduct business;

●

the availability of capital to satisfy our working capital requirements;

●

our current and future capital requirements and our ability to raise additional funds to satisfy our capital needs;

●

our ability to consummate our disposal of our IMGX subsidiary and related liabilities;

●

the accuracy of our estimates regarding expense, future revenue and capital requirements;

●

our ability to continue operating as a going concern;

●

our plans to develop and commercialize our product candidates, including Adrulipase,

●

our ability to initiate and complete our clinical trials and to advance our principal product candidates into additional clinical trials, including pivotal clinical trials, and successfully complete such clinical trials;

●

regulatory developments in the U.S. and foreign countries;

●

the performance of our third-party vendor(s), CROs, CDMOs and other third-party non-clinical and clinical development collaborators and regulatory service providers;

●

our ability to obtain and maintain intellectual property protection for our core assets;

●

the size of the potential markets for our product candidates and our ability to serve those markets;

●

the rate and degree of market acceptance of our product candidates for any indication once approved;

●

the success of competing products and product candidates in development by others that are or become available for the indications that we are pursuing;

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● the loss of key scientific, clinical and nonclinical development, and/or management personnel, ~~limited~~internally ~~internal staff~~ or from one of our third-party collaborators; and

● other risks and uncertainties, including those listed under Part I, Item 1A., “Risk Factors” in our Annual Report on Form 10-K/A.

Factors that may cause actual results to differ materially from current expectations include, among other things, those set forth in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K/A and for the reasons described elsewhere in this Quarterly Report on Form 10-Q. Any forward-looking statement in this Quarterly Report on Form 10-Q reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, industry and future growth. Given these uncertainties, you should not rely on these forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

This Quarterly Report on Form 10-Q also contains estimates, projections and other information concerning our industry, our business and the markets for certain drugs and consumer products, including data regarding the estimated size of those markets, their projected growth rates and the incidence of certain medical conditions. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, medical and general publications, government data and similar sources and we have not independently verified the data from third party sources. In some cases, we do not expressly refer to the sources from which these data are derived.

In this Quarterly Report on Form 10-Q, unless otherwise stated or as the context otherwise requires, references to “~~Entero~~GridAI,” the “Company,” “we,” “us,” “our” and similar references ~~refer~~are to ~~Entero~~GridAI ~~Therapeutics,~~Technologies ~~Inc~~Corp. and its subsidiaries on a consolidated basis. References to “FWB” refer to First Wave Bio, Inc., Entero’s wholly-owned subsidiary. References to “IMGX” refer to ImmunogenX, LLC (formerly ImmunogenX, Inc.), which has been Entero’s wholly-owned subsidiary since March 13, 2024. References to “Grid AI” refer to Grid AI Corp. and its operating subsidiary, AmpX, which became Entero’s wholly-owned subsidiary upon the closing of the Grid AI acquisition on September 30, 2025.

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PART I

FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly our financial position, results of operations, and cash flows for the interim periods presented. We have consolidated such financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, such financial statements do not include all disclosures required by accounting principles generally accepted in the United States of America. In preparing these unaudited condensed consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the unaudited condensed consolidated financial statements were issued by filing with the SEC.

These financial statements should be read in conjunction with our audited financial statements for the year ended December 31, ~~2024~~2025, included in our Annual Report ~~filed~~ on Form 10 – -K~~/A,~~ filed with the SEC on ~~April~~May 91, ~~2025~~2026.

The results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, ~~2025~~2026.

-1-

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~~ENTERO~~GRIDAI ~~THERAPEUTICS,~~TECHNOLOGIES ~~INC~~CORP.

Condensed Consolidated Balance Sheets (unaudited)


	~~September~~March 3031,		December 31,
	~~2025~~2026		~~December 31,~~2025
	(unaudited ~~and consolidated~~)		~~2024~~
ASSETS

Current Assets:
Cash and cash equivalents	$	2385,~~517,218~~542	$	~~163~~899,~~476~~784
Accounts receivable		3741,~~490~~308		—29,974
Prepaid expenses		451,879		145,319
Other current receivables		1,837,414		1,309,053
Assets of disposal group held-for-sale		83,170,009		83,170,009
Other current assets		—		246,134
Other current assets		1,521,939		—
Prepaid expenses		320,163		110,934
Total Current Assets		872,~~698~~584,~~535~~427		832,~~478~~595,~~804~~879

Other Assets:
Restricted cash		—		21,516
Developed technology, net		18,328,350		18,810,675
Property and equipment, net		27,520		—
Customer relations, net		2,161,875		2,233,938
Developed technology, net		18,387,000		—
Trade name, net		772,350		792,675
Customer relationships		2,630,000		—
Goodwill		24,118,676		24,118,676
Trade name		782,000		—
Total Other Assets		45,381,251		45,955,964
Goodwill		25,796,163		1,684,182
Total Assets	$	47,965,678	$	48,551,843
Operating lease right-of-use assets		—		126,753
Deposits		49,122		98,251
Total Other Assets		47,671,805		1,930,702

Total Assets	$	135,370,340	$	85,409,506
LIABILITIES, MEZZANINE AND STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
Accounts payable	$	4,~~973~~070,~~285~~656	$	23,~~959~~381,~~248~~500
Accrued expenses		~~410~~1,~~324~~281,649		~~252~~1,~~048~~434,826
Deferred consideration- short term		2,000,000		—
Due to related parties		265,252		267,512
Accrued dividend payable		1,~~564~~729,~~753~~084		1,~~310~~647,~~581~~820
Line of credit		700,000		—
Deferred consideration		6,250,000		6,250,000
Operating lease liabilities - current		135,609		81,510
Notes payable		2,355,416		2,027,184
Liabilities held-for-sale		23,672,708		22,941,497
Operating lease liabilities		135,609		135,609
Other current liabilities		59144,~~482~~061		114,~~236~~870
Total Current Liabilities		3316,~~516~~231,~~161~~727		2715,~~546~~159,~~120~~321
Deferred tax liability		4,241,302		4,559,000
Total Liabilities		20,473,029		19,718,321

Deferred consideration- long term		5,000,000		—
Due to related party		7,292,101		—
Operating lease liabilities – non-current		—		59,024
Total Liabilities		45,808,262		27,605,144

Mezzanine Equity:
Series G preferred stock- Par value $0.0001 per share; 13,000 shares designated; 12,373.226 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.		61,681,100		61,681,100
Series G preferred stock- Par value $0.0001 per share; 13,000 shares designated; 596 and 596 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.		3,890,626		3,890,626
Stockholders’ Equity (Deficit):
Stockholders’ Equity:
Series B preferred stock- Par value $0.0001 per share; 1,731.6 shares authorized; 475.56 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.		—		—
Series B preferred stock- Par value $0.0001 per share; 5,194.81 shares authorized; 475.56 and 475.56 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.		—		—
Series C preferred stock- Par value $0.0001 per share; 25,000 shares authorized; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024.		—		—
Series C preferred stock- Par value $0.0001 per share; 75,000 shares authorized; 0 shares issued and outstanding at March 31, 2026 and December 31, 2025.		—		—
Series D preferred stock- Par value $0.0001 per share; 50 shares designated; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024.		—		—
Series D preferred stock- Par value $0.0001 per share; 150 shares designated; 0 shares issued and outstanding at March 31, 2026 and December 31, 2025.		—		—
Series E preferred stock- Par value $0.0001 per share; 50 shares designated; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024.		—		—
Series E preferred stock- Par value $0.0001 per share; 150 shares designated; 0 shares issued and outstanding at March 31, 2026 and December 31, 2025.		—		—
Series F preferred stock- Par value $0.0001 per share; 2,333 shares designated; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024.		—		—
Series F preferred stock- Par value $0.0001 per share; 7,000 shares designated; 0 shares issued and outstanding at March 31, 2026 and December 31, 2025.		—		—
Series H preferred stock-Par value $0.0001 per share, 38,801.546 shares designated and 28,604.5 shares issued and outstanding at September 30, 2025 and 0 at December 31, 2024		4		—
Series H preferred stock- Par value $0.0001 per share, 38,801.546 shares designated; 38,801.546 and 38,801.546 shares issued and outstanding at March 31, 2026 and December 31, 2025.		4		4
Common stock - Par value $0.0001 per share; 100,000,000 shares authorized; 2,547,147 and 1,584,650 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.		255		159
Common stock - Par value $0.0001 per share; 100,000,000 shares authorized; 6,108,264 and 4,224,146 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively.		611		422
Additional paid-in capital		~~228~~230,~~392~~808,~~426~~909		~~198~~228,~~511~~558,~~111~~107
Accumulated deficit		(205,798,707)		(202,388,008)
Shareholder receivable		(163,500)		—
Non-controlling interest		5,287,000		—
Accumulated deficit		(212,105,618)		(208,780,662)
Total Stockholders’ Equity (Deficit)		27,880,978		(3,876,738)
Non-controlling interest		5,012,283		5,126,029
Total Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit)	$	135,370,340	$	85,409,506
Cumulative translation adjustment		49,334		38,996
Total Stockholders’ Equity		23,602,023		24,942,896
Total Liabilities, Mezzanine Equity and Stockholders’ Equity	$	47,965,678	$	48,551,843

See accompanying notes to unaudited condensed consolidated financial statements

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~~ENTERO~~GRIDAI ~~THERAPEUTICS,~~TECHNOLOGIES ~~INC~~CORP.

Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited)


	Three Months Ended ~~September~~March 3031,				~~Nine Months Ended September 30,~~
	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Operating expenses:
Revenue		38,208		—
Research and development expenses	$	6,673	$	206,999	$	32,080	$	882,522
Cost of services		(651,948)		—
General and administrative expenses		928,114		1,685,608		2,362,957		13,535,241
Gross loss		(613,740)		—
Total operating expenses		934,787		1,892,607		2,395,037		14,417,763


Operating expenses:
Loss from operations		(934,787)		(1,892,607)		(2,395,037)		(14,417,763)
Research and development expenses	$	631,380	$	15,827

General and administrative expenses		2,369,378		805,559
Other expenses:
Total operating expenses		3,000,758		821,386
Interest income (expense), net		(36,069)		229		(90,037)		675

Other expense, net		—		(2,874)		(108,818)		(7,859)
Loss from operations		(3,614,498)		(821,386)
Total other expenses		(36,069)		(2,645)		(198,855)		(7,184)


Other (expenses) income:
Loss from continued operations	$	(970,856)	$	(1,895,252)	$	(2,593,892)	$	(14,424,947)
Interest expense		(522,100)		(17,902)

Other income (expense), net		400,267		(108,817)
Income tax benefit		—		—		—		10,604,640
Total other expenses		(121,833)		(126,719)
Net loss from continued operations	$	(970,856)	$	(1,895,252)	$	(2,593,892)	$	(3,820,307)
Loss from continued operations		(3,736,330)		(948,105)

Loss from discontinued operations net of tax		(181,953)		(685,719)		(816,808)		(2,000,760)
Income tax benefit		297,629		—
Net loss	$	(1,152,809)	$	(2,580,971)	$	(3,410,700)	$	(5,821,067)
Loss from continued operations		(3,438,702)		(948,105)

Loss from discontinued operations net of tax		—		(311,515)
Preferred stock dividends		(90,745)		(84,632)		(254,172)		(150,776)
Net loss	$	(3,438,702)	$	(1,259,620)
Net loss applicable to common shareholders	$	(1,243,554)	$	(2,665,603)	$	(3,664,872)	$	(5,971,843)


Non Controlling Interest		(113,746)		—
Weighted average shares outstanding, basic and diluted		1,652,679		1,517,340		1,609,863		1,001,685
Preferred stock dividends		(81,262)		(81,262)
Loss per share, basic and diluted	$	(0.75)	$	(1.76)	$	(2.28)	$	(5.96)
Net loss applicable to common shareholders	$	(3,633,710)	$	(1,340,882)
Loss per share from discontinued operations, basic and diluted	$	(0.11)	$	(0.45)	$	(0.51)	$	(2.00)

Basic weighted average shares outstanding		4,451,298		1,588,334
Diluted weighted average shares outstanding		4,451,298		—
Loss per share - basic and diluted	$	(0.82)	$	(0.84)
Loss per share from discontinued operations- basic and diluted	$	—	$	(0.84)

See accompanying notes to unaudited condensed consolidated financial statements

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~~ENTERO~~GRIDAI ~~THERAPEUTICS,~~TECHNOLOGIES ~~INC~~CORP.

Condensed Consolidated Statements of Mezzanine Equity and Changes in Stockholders’ Equity (Deficit) (unaudited)


	Series G Convertible			Series B Convertible			~~Series H Convertible~~			Additional					~~Additional~~	Total				~~Non~~		~~Total~~
	Preferred Stock			Preferred Stock			~~Preferred~~Common Stock			~~Common~~Paid ~~Stock~~In			Accumulated		~~Paid In~~	Stockholders’		~~Accumulated~~		~~Controlling~~		~~Stockholders’~~
	Shares	Amount		Shares	Amount		Shares	Amount		~~Shares~~Capital		~~Amount~~	Deficit		~~Capital~~	Deficit		~~Deficit~~		~~Interest~~		~~Equity~~
Balance, July 1, 2025	12,373.23	$	61,681,100	476	$	—	—		—	1,588,576		$	161		$	198,347,683		$	(204,645,898)		—	$	(6,298,054)
Balance, December 31, 2024	12,373	$	61,681,100	476	$	—	1,584,679	$	158	$	198,511,112		$	(202,388,008)		$	(3,876,738)
Issuance of common stock, pre-funded warrants and warrants in registered direct offering, net of issuance costs	—		—	—		—	—		—	534,252			52			3,024,948			—		—		3,025,000
Deemed dividend of Series B preferred stock	—		—	—		—	—		—		(81,262)			—			(81,263)
Issuance of Series H upon acquisition of Grid AI	—		—	—		—	38,802		4	—			—			24,988,842			—		—		24,988,846
Issuance of common stock from RSU vest	—		—	—		—	3,897		4		—			—			4
Issuance of common stock to Grid AI shareholders	—		—	—		—	—			424,348			42			2,121,698			—		—		2,121,740
Net loss	—		—	—		—	—		—		—			(1,259,620)			(1,259,620)
Deemed dividend of Series B preferred stock	—		—	—		—	—		—	—			—			(90,745)			—		—		(90,745)
Balance, March 31, 2025	12,373	$	61,681,100	476	$	—	1,588,576	$	162	$	198,429,849		$	(203,647,628)		$	(5,217,617)
Non-controlling interest Grid AI	—		—	—		—	—		—	—			—			—			—		5,287,000		5,287,000
Net loss	—		—	—		—	—		—	—			—			—			(1,152,809)		—		(1,152,809)
Balance, September 30, 2025	12,373	$	61,681,100	476	$	—	38,802	$	4	2,547,147		$	255		$	228,392,426		$	(205,798,707)	$	5,287,000	$	27,880,978


	~~Series G Convertible~~			~~Series B Convertible~~						~~Additional~~					Additional	~~Total~~						Non		Cumulative		Total
	~~Preferred~~Series ~~Stock~~G Convertible			~~Preferred~~Series ~~Stock~~B Convertible			~~Common~~Series ~~Stock~~H Convertible			~~Paid In~~			~~Accumulated~~		Paid In	~~Stockholders’~~		Shareholder		Accumulated		Controlling		transaction		Shareholders’
	~~Shares~~Preferred Stock	~~Amount~~		~~Shares~~Preferred Stock	~~Amount~~		~~Shares~~Preferred Stock	~~Amount~~		~~Capital~~Common Stock			~~Deficit~~		Capital	~~Equity~~		Receivable		Deficit		Interest		adjustment		Equity
Balance, July 1, 2024	12,373	$	61,681,100	476	$	—	980,369	$	98	$	196,689,069		$	(187,568,768)		$	9,120,595
Balance, December 31, 2025	596	$	3,890,626	476	$	—	38,802	$	4	4,224,147		$	422		$	228,558,107			—	$	(208,780,662)	$	5,126,029	$	38,996	$	24,942,986
Issuance of common stock in connection with the exercise of warrants in July 2024 Inducement Offering, net of offering costs	—		—	—		—	587,558		59		1,730,306			—			1,730,365
Issuance of common stock for exercise of warrants	—		—	—		—	—		—	1,429,118			143			1,271,431			(163,500)		—		—		—		1,108,074
Exercise of pre-funded warrants into common stock	—		—	—		—	—		—		—			—			—
Issuance of warrants tissued with Promissory Notes	—		—	—		—	—		—	—			—			318,428			—		—		—		—		318,428
Deemed dividend of Series B preferred stock	—		—	—		—	—		—		(84,632)			—			(84,632)
Stock based compensation-RSU	—		—	—		—	—		—	250,000			25			582,476			—		—		—		—		582,501
Conversion of Series B preferred shares into common stock	—		—	—		—	—		—		—			—			—
Deemed dividend of Series B preferred stock	—		—	—		—	—		—	—			—			(81,262)			—		—		—		—		(81,262)
Common stock issued to consultants	—		—	—		—	—		—		—			—			—
Issuance of common stock from RSU vested	—		—	—		—	—		—	160,000			16			(16)			—		—		—		—		—
Issuance of common stock from RSU vest	—		—	—		—	12,727		2		(4)			—			—
Issuance of common stock for services	—		—	—		—	—		—	45,000			5			159,746			—		—		—		—		159,750
Stock-based compensation	—		—	—		—	—		—		183,646			—			183,646
Cumulative translation adjustment	—		—	—		—	—		—	—			—			—			—		—		—		10,338		10,338
Net loss	—		—	—		—	—		—		—			(2,580,971)			(2,580,971)
Non-controlling interest-Grid AI	—		—	—		—	—		—	—			—			—			—		—		—		—		—
Balance, September 30, 2024	12,373	$	61,681,100	476	$	—	1,580,655	$	159	$	195,518,385		$	(190,149,739)		$	8,369,003
Net loss	—		—	—		—	—		—	—			—			—			—		(3,324,956)		(113,746)		—		(3,438,702)
Balance, March 31, 2026	596	$	3,890,626	476	$	—	38,802	$	4	6,108,264		$	611		$	230,808,909		$	(163,500)	$	(212,105,618)	$	5,012,283	$	49,334	$	23,602,023

See accompanying notes to unaudited condensed consolidated financial statements

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~~ENTERO~~GRIDAI ~~THERAPEUTICS,~~TECHNOLOGIES ~~INC~~CORP.

Condensed Consolidated Statements of ~~Mezzanine~~Cash ~~Equity~~Flows ~~and Changes in Stockholders’ Equity~~ (~~Deficit) (~~unaudited)


	~~Series~~Three GMonths ~~Convertible~~Ended March 31,					~~Series B Convertible~~			~~Series H Convertible~~						~~Additional~~				~~Non~~		~~Total~~
	~~Preferred Stock~~2026			2025		~~Preferred Stock~~			~~Preferred Stock~~			~~Common Stock~~			~~Paid In~~		~~Accumulated~~		~~Controlling~~		~~Stockholders’~~
	Shares		Amount			Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Interest		Equity
Cash flows from operating activities:
Balance, January 1, 2025	12,373.23		$	61,681,100		476	$	—	—		—	1,584,650	$	159	$	198,511,110	$	(202,388,007)		—	$	(3,876,738)
Net loss	$	(3,438,702)		$	(1,259,620)
Issuance of common stock, pre-funded warrants and warrants in registered direct offering, net of issuance costs	—			—		—		—	—		—	534,252		52		3,024,948		—		—		3,025,000
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of Series H upon acquisition of Grid AI	—			—		—		—	38,802		4	—		—		24,988,842		—		—		24,988,846
Amortization		574,713			—
Issuance of common stock to Grid AI shareholders	—			—		—		—	—		—	424,348		42		2,121,698		—		—		2,121,740
Debt Amortization		336,270			—
Deemed dividend of Series B preferred stock	—			—		—		—	—		—	—		—		(254,172)		—		—		(254,172)
Change in right-of-use assets		—			17,994
Issuance of common stock from RSU vest	—			—		—		—	—		—	3,897		2		—		—		—		2
Impairment of right-of-use assets		—			108,759
Non-controlling interest Grid AI	—			—		—		—	—		—	—		—		—		—		5,287,000		5,287,000
Stock-based compensation		742,292			—
Net loss	—			—		—		—	—		—	—		—		—		(3,410,700)		—		(3,410,700)
Changes in assets and liabilities:
Balance, September 30, 2025	12,373		$	61,681,100		476	$	—	38,802	$	4	2,547,147	$	255	$	228,392,426	$	(205,798,707)	$	5,287,000	$	27,880,978
Other Current Assets		(450,615)			—
Accounts receivable		(11,334)			—
Prepaid expenses		(112,233)			(88,550)
Lease liabilities		—			(4,925)
Deposits		—			49,129
Accounts payable		191,563			(109,320)
Due to related parties		(2,260)			—
Deferred tax liability		(317,698)			—
Accrued expenses		572,754			51,832
Other current liabilities		128,499			—
Other liabilities		—			416,066
Net cash used in operating activities		(1,786,751)			(818,635)

Cash flows from financing activities:
Proceeds from warrant exercises		454,628			—
Proceeds from promissory notes		999,000			—
Repayments of note payable		—			700,000
Net cash provided by financing activities		1,453,628			700,000

Effect of exchange rate changes on cash		(181,119)			—

Net decrease in cash, cash equivalents		(333,123)			(118,635)

Cash, cash equivalents beginning balance		899,784			184,992
Cash, cash equivalents ending balance	$	385,542		$	66,357

Supplemental disclosures of cash flow information:

Non-cash investing and financing activities:
Accrued dividends on Series B preferred stock	$	81,262		$	81,262
Warrants granted with promissory		318,428			—
Promissory notes settled for warrants exercise		653,303			—
Shareholder receivable		163,500			—


	Series G Convertible			Series B Convertible						Additional				Total
	Preferred Stock			Preferred Stock			Common Stock			Paid In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance, January 1, 2024	—	$	—	515	$	—	520,333	$	52	$	187,931,445	$	(184,328,672)	$	3,602,929
Issuance of common stock, pre-funded warrants and warrants in registered direct offerings, net of issuance costs	—		—	—		—	149,367		15		4,495,482		—		4,495,526
Issuance of common stock in connection with the exercise of warrants in July 2024 Inducement Offering, net of offering costs	—		—	—		—	587,558		59		1,730,306		—		1,730,365
Issuance of Series G convertible preferred stock upon acquisition of IMGX	11,777		57,790,474	—		—	—		—		—		—		—
Issuance of common stock upon acquisition of IMGX	—		—	—		—	12,277		1		2,300,496		—		2,300,500
Issuance of Series G convertible preferred stock to financial advisors	596		3,890,626	—		—	—		—		—		—		—
Issuance of common stock to financial advisors	—		—	—		—	6,158		1		120,646		—		120,648
Exercise of pre-funded warrants into common stock	—		—	—		—	147,842		15		—		—		45
Deemed dividend of Series B preferred stock	—		—	—		—	—		—		(188,834)		—		(188,834)
Conversion of Series B preferred shares into common stock	—		—	(30)		—	9		—		—		—		—
Common stock issued to consultants	—		—	—		—	116,667		12		1,541,960		—		1,541,995
Issuance of common stock from RSU vest	—		—	—		—	40,445		4		(12)		—		—
Stock-based compensation	—		—	—		—	—		—		586,896		—		586,896
Net loss	—		—	—		—	—		—		—		(5,821,067)		(5,821,067)
Balance, September 30, 2024	12,373	$	61,681,100	485	$	—	1,580,655	$	159	$	195,518,385	$	(190,149,739)	$	8,369,003

See accompanying notes to unaudited condensed consolidated financial statements

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~~ENTERO~~GRIDAI ~~THERAPEUTICS,~~TECHNOLOGIES ~~INC~~CORP.

Consolidated Statements of Cash Flows (unaudited)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(3,410,700)	$	(5,821,067)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		—		48,946
Amortization of debt discount		—		5,848
Change in right-of-use assets		17,994		55,262
Impairment of right-of-use assets		108,759		—
Stock-based compensation		—		586,896
Common stock granted to consultants		—		1,541,995
Common stock issued to financial advisors at acquisition		—		120,648
Series G convertible preferred stock issued to financial advisors at acquisition		—		3,890,626
Deferred taxes		—		(10,604,640)
Changes in assets and liabilities:
Prepaid expenses		47,144		939,005
Lease liabilities		(4,925)		(58,004)
Deposits		49,130		(117,000)
Accounts payable		515,662		900,546
Accrued expenses		158,276		(531,127)
Other liabilities		789,460		(4,239)
Net cash used in operating activities		(1,729,201)		(9,046,305)

Cash flows from investing activities:
Cash acquired in acquisition of IMGX		—		88,169
Cash acquired in acquisition of Grid AI		336,427		—
Net cash provided by investing activities		336,427		88,169

Cash flows from financing activities:
Proceeds from issuance of common stock, prefunded warrants and warrants, net		3,025,000		4,495,526
Proceeds from the issuance of common stock in connection with the exercise of warrants in the July 2024 Inducement Offering, net		—		1,730,365
Proceeds from exercise of warrants		—		45
Repayments of note payable		—		(644,582)
Proceeds from line of credit		700,000		31,798
Net cash provided by financing activities		3,725,000		5,613,152

Net (decrease) in cash, cash equivalents and restricted cash		2,332,226		(3,344,984)

Cash, cash equivalents and restricted cash, beginning balance		184,992		3,733,292
Cash, cash equivalents and restricted cash, ending balance	$	2,517,218	$	388,308

Supplemental disclosures of cash flow information:
Cash paid for interest	$	—	$	30,468

Non-cash investing and financing activities:
Fair value of common shares issued in the IMGX acquisition, net of cash	$	—	$	152,331
Fair value of the Series G preferred stock issued in the IMGX acquisition	$	—	$	57,790,474
Fair value of options assumed in the IMGX acquisition	$	—	$	1,271,000
Fair value of warrants assumed in the IMGX acquisition	$	—	$	789,000
Fair value of common shares issued in the Grid AI acquisition	$	2,121,740		—
Fair value of the Series H preferred stock issued in the Grid AI acquisition	$	24,988,846		—
Accrued dividends on preferred stock	$	(254,172)	$	(188,834)

See accompanying notes to unaudited condensed consolidated financial statements

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ENTERO THERAPEUTICS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

~~September~~March 3031, ~~2025~~2026

Note 1 - The Company and Basis of Presentation

The Company

GridAI Technologies Corp. (formerly Entero Therapeutics, Inc.) (the “~~Entero~~Company”) and its wholly-owned ~~subsidiaries~~subsidiary, ~~First~~GridAI ~~Wave Bio, Inc~~Corp. ~~(“FWB”) and ImmunogenX~~, ~~LLC (“IMGX”),~~ are collectively referred to as the “Company”.” ~~The~~Historically, the Company isfocused ~~engaged~~on in the research and development of targeted, non-systemic therapies for the treatment of patients with gastrointestinal (“GI”) diseases. Non-systemic therapies are non-absorbable drugs that act locally, i.e., in the intestinal lumen, skin or mucosa, without reaching an individual’s systemic circulation. In addition, through the acquisition of Grid AI on September 30, 2025, the Company expanded its operations to include an artificial intelligence–driven energy technology platform focused on distributed energy resource optimization and grid-edge applications.

In May 2024, the Company previously changed its name from First Wave Biopharma, Inc. to Entero Therapeutics, Inc. The Company’s historical development pipeline consisted of gut-restricted GI clinical drug candidates, including the biologic Adrulipase (formerly MS1819), a recombinant lipase enzyme designed to enable the digestion of fats and other nutrients. The Company is evaluating strategic alternatives related to its historical gastrointestinal therapeutic assets while continuing development activities related to Adrulipase.

The Company’s ~~development~~terminated ~~pipeline~~its ~~consists~~license ofagreement ~~gut-restricted~~with GISanofi ~~clinical~~on ~~drug~~February ~~candidates~~26, ~~including~~2025, ~~the~~and ~~biologic~~no ~~Adrulipase~~further ~~(formerly~~payments ~~MS1819),~~have abeen ~~recombinant~~made ~~lipase~~related ~~enzyme designed~~ to ~~enable~~its ~~the~~Capeserod ~~digestion~~program, ofa ~~fats~~selective ~~and~~5-HT4 ~~other~~receptor ~~nutrients~~partial agonist. The Company ~~plans~~is toalso ~~continue~~exploring ~~development~~strategic ofalternatives for its ~~Adrulipase~~Niclosamide program, inan ~~2026~~oral small molecule with antiviral and anti-inflammatory properties.

InOn ~~March~~September ~~2024~~30, ~~the Company acquired ImmunogenX~~2025, ~~Inc. (“ImmunogenX”) (~~the Company’s ~~acquisition~~completed ~~of ImmunogenX, the “Merger”),~~ a ~~private,~~share ~~clinical-stage~~exchange ~~biopharmaceutical~~transaction ~~company~~with ~~founded~~GridAI ~~in 2013, which was developing the biologic, Latiglutenase, for celiac disease~~Corp. ~~ImmunogenX was also developing CypCel~~, a ~~metabolic~~Nevada ~~marker~~corporation ~~compound~~(“GridAI”), ~~that~~and ~~can measure~~ the ~~state~~stockholders of ~~small-intestinal~~GridAI ~~recovery of celiac patients undergoing gluten-free diets~~ (the “~~GFDs~~Sellers”)., ~~The~~pursuant ~~Company is seeking avenues~~ to ~~dispose~~which ofGridAI ~~certain~~became ~~assets~~a ~~and~~wholly-owned ~~liabilities~~subsidiary of ~~IMGX,~~the ~~including~~Company ~~Latiglutenase~~(the ~~and~~“GridAI ~~CypCel~~Acquisition”). AsFollowing ofthe ~~December~~GridAI 31Acquisition, ~~2024,~~the ~~these were classified as assets and liabilities held for sale and are reported at their fair value less cost to sell. The~~ Company ~~determined~~expanded ~~that~~its ~~the discontinued~~ operations ofto ~~IMGX~~include ~~represents~~an aartificial ~~strategic~~intelligence-driven ~~shift~~energy ~~that~~technology ~~will~~platform ~~have~~focused ~~a major effect~~ on ~~the~~distributed ~~Company’s~~energy ~~operations~~resource optimization and ~~financial~~grid-edge ~~statements~~applications. ~~See~~In ~~Note~~connection 3with ~~for~~the ~~additional~~GridAI ~~details~~Acquisition, ~~regarding~~ the ~~Merger~~Company ~~and~~subsequently ~~see~~changed ~~Note~~its 4corporate ~~for~~name ~~additional~~from ~~details~~Entero ~~surrounding~~Therapeutics, ~~the~~Inc. ~~Company’s~~to ~~assets~~GridAI ~~and~~Technologies ~~liabilities~~Corp. ~~held~~on ~~for~~October ~~sale~~1, ~~and discontinued operations~~2025.

~~The~~Pursuant to the Share Exchange Agreement, the Company ~~terminated~~acquired ~~its~~all ~~license~~of ~~agreement~~the ~~with~~issued ~~Sanofi~~and onoutstanding ~~Feb~~shares 26of GridAI in exchange for (i) an aggregate of 424,348 ~~2025~~shares of the Company’s common stock, representing 19.99% of the issued and nooutstanding ~~payments~~shares ~~have~~of ~~been~~common ~~made~~stock ~~since~~as ~~for~~of ~~its~~the ~~Capeserod~~date ~~program~~of entry into the Share Exchange Agreement, aand ~~selective~~(ii) 538,801.546 shares of the Company’s Series H Non-~~HT4~~Voting ~~receptor~~Convertible ~~partial~~Preferred ~~agonist~~Stock, having such rights and preferences as set forth in the 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. The ~~Company~~Series H Non-Voting Convertible Preferred Stock is ~~also~~convertible ~~exploring~~into ~~strategic~~an ~~alternatives~~aggregate ~~for~~of ~~its~~38,801,546 ~~Niclosamide~~shares ~~program~~of the Company’s common stock, ansubject ~~oral~~to ~~small~~stockholder ~~molecule~~approval ~~with~~and ~~anti-viral~~certain conditions and ~~anti-inflammatory~~adjustments ~~properties~~as set forth in the Certificate of Designation.

On September 30, 2025, the Company entered into and consummated a share exchange agreement (“Share Exchange Agreement”) with GridAI Corp, a Nevada corporation (“GridAI”), and the stockholders of all of the issued and outstanding shares of GridAI (such shares, the “Shares,” and the stockholders, collectively, the “Sellers,”). GridAI is a grid - edge, AI - driven software and device platform that enables utilities, retailers, and large power users to dynamically manage load and distributed energy resources. Pursuant to the Share Exchange Agreement, the Company purchased the Shares from the Sellers for a purchase price consisting of (i) an aggregate of 424,348 shares of the Company’s common stock, which represents 19.99% of the issued and outstanding shares of common stock as of the date of entry into the Share Exchange Agreement, and (ii) 38,801.546 shares of the Company’s Series H Non - Voting Convertible Preferred Stock, having such rights and preferences as set forth in the 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. The shares of Series H Non - Voting Convertible Preferred Stock can be convertible into an aggregate of 38,801,546 shares of Common Stock, subject to shareholder approval and certain conditions and adjustments as set forth in the Certificate of Designation. See Note 3 -– Business Combination -– ~~Grid~~GridAI AI Acquisition for additional ~~discussion~~information ofregarding ~~segment~~the ~~evaluation~~transaction.

As of December 31, 2025, the Company’s consolidated subsidiaries include First Wave Bio, Inc., GridAI Corp., AMPX UK Holdings, and AMPX Limited. AMPX UK Holdings is a majority-owned subsidiary of the Company and is the parent of AMPX Limited. These entities are included in the Company’s condensed consolidated financial statements.

The Company is also engaged in the research and development of targeted, non-systemic therapies for the treatment of patients with gastrointestinal (“GI”) diseases. Non-systemic therapies are non-absorbable drugs that act locally, i.e., in the intestinal lumen, skin or mucosa, without reaching an individual’s systemic circulation.

Risks and Uncertainties

The Company isrecords ~~subject~~intellectual toproperty ~~risks~~acquired in business acquisitions that has not reached technological feasibility and ~~uncertainties~~which ~~common~~has tono ~~early~~alternative future use as In-~~stage~~Process ~~companies~~Research inand Development (“IPR&D”) at the ~~biotechnology~~acquisition ~~industry~~date. On March 13, ~~including~~2024, ~~but~~the ~~not~~Company ~~limited~~entered tointo an acquisition agreement with ImmunogenX, ~~development~~LLC (“IMGX”) which included intellectual property and ~~regulatory~~patents ~~success~~for Latiglutenase and CypCel, ~~development~~which bywas ~~competitors~~accounted offor ~~new~~as ~~technological~~a ~~innovations,~~business ~~dependence~~acquisition on(see ~~key~~Note ~~personnel,~~3 ~~protection~~and ofNote ~~proprietary~~4). ~~technology,~~The ~~compliance~~IMGX ~~with~~transaction ~~government~~was ~~regulations~~subsequently rescinded on December 31, 2025, and ~~ability~~the toCompany ~~secure~~no ~~additional~~longer ~~capital~~holds tothe ~~fund~~related ~~clinical~~intellectual ~~trials~~property ~~and~~or ~~operations~~patents.

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~~Worldwide~~As ~~supply~~of ~~chain~~March ~~constraints~~31, ~~and~~2026, ~~economic~~the Company’s intangible assets primarily relate to technologies and ~~capital~~intellectual ~~markets~~property ~~uncertainty~~acquired ~~arising~~in ~~out~~connection ofwith ~~conflicts~~the ~~between~~GridAI ~~Russia~~transaction. ~~and~~Intangible ~~Ukraine~~assets ~~and~~related ~~conflicts~~to inIPR&D ~~the~~are ~~Middle~~considered ~~East~~indefinite-lived ~~triggered~~intangible byassets ~~attacks~~until onthe ~~Israel~~completion inor ~~October~~abandonment of ~~2023~~the ~~have~~associated ~~disrupted~~research ~~commercial~~ and ~~capital~~development ~~markets~~efforts and ~~emerged~~are asassessed ~~new~~for ~~barriers~~impairment toannually ~~long-term~~or ~~economic~~more ~~recovery~~frequently if impairment indicators exist. ~~Capital~~If ~~markets~~the ~~uncertainty~~associated research and development effort is abandoned, ~~with~~the ~~public~~related ~~stock~~assets ~~price~~will ~~decreases~~be written off, and ~~volatility~~the Company will record a noncash impairment loss in its Consolidated Statements of Operations. For those technologies that reach commercialization, ~~could~~the ~~make~~related itintangible ~~more~~assets ~~difficult~~will ~~for~~be usamortized toover ~~raise~~their ~~capital~~estimated ~~when~~useful ~~needed~~lives.

InFor ~~addition,~~tax ~~the Company is subject to other challenges and risks specific to its business~~purposes, ~~its~~intangible ~~ability~~assets torelated ~~maintain compliance with the continued listing requirements of The Nasdaq Capital Market and its ability~~ to ~~execute~~IPR&D onare ~~its~~considered strategy, as well as risks and uncertainties common to companies in the biotechnology and pharmaceutical industries with development and commercial operations, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of its drug candidates; delays or problems in the manufacture and supply of its drug candidates, loss of single source suppliers or failure to comply with manufacturing regulations; identifying, acquiring or inindefinite-~~licensing~~lived ~~additional~~intangible products or drug candidates; pharmaceutical product development and the inherent uncertainty of clinical success; and the challenges of protecting and enhancing our intellectual property rights; complying with applicable regulatory requirements and, beginning in 2025, risks and uncertainties associated with the acquisition and integration of Grid AI, including the Company’s ability to successfully integrate Grid AI’s operations, retain key Grid AI personnel, manage operational and financial controls for a non - biotechnology business, and realize anticipated benefits from the acquisitionassets.

Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of Entero and its wholly owned subsidiaries, FWB and IMGX as well as Grid AI Corp. (“Grid AI”) and which in turn holds a 75% ownership interest in AMPX Ltd. (“AMPX”). Intercompany transactions and balances have been eliminated upon consolidation. The Company recognizes a non-controlling interest for the 25% ownership in AMPX not owned directly or indirectly by the Company.

In our opinion, the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly our financial position, results of operations, and cash flows. The consolidated balance sheet at December 31, 2024, has been derived from audited financial statements of that date. The unaudited interim condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC. The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited financial statements and notes previously distributed in the Company’s Annual Report Form 10-K/A for the year ended December 31, 2024, filed with the SEC on April 9, 2025.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying ~~unaudited interim~~ condensed consolidated financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. OnAs ~~September~~of 30March 31, ~~2025~~2026, the Company had cash and cash equivalents of ~~approximately~~ $~~2.5~~385,542 ~~million~~ and an accumulated deficit of approximately $~~205~~211.8 million. The Company has incurred recurring losses, has experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans. ~~Historically, the Company’s major sources of cash have been comprised of proceeds from various public and private offerings of its capital stock.~~ The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company has been, and is expected to continue, exploring various potential strategies available including but not limited to raising capital, restructuring its indebtedness and identifying and evaluating potential strategic alternatives but there can be no assurance that these efforts will be successful, that the Company will be able to raise necessary capital on acceptable terms, reach agreement with lenders, or that the strategic review process will result in the Company pursuing any transaction or that any transaction, if pursued, will be completed on attractive terms or at all. The Company is evaluating all potential strategic options, including a merger, reverse merger, sale, wind-down, liquidation and dissolution or other strategic transaction. Additionally, there can be no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased stakeholder value or that it will make any cash distributions to stockholders. Any failure in these efforts could force the Company to delay, limit or terminate operations, make reductions in its workforce, discontinue research and development programs, liquidate all or a portion of assets or pursue other strategic alternatives, and/or seek protection under the provisions of the U.S. Bankruptcy Code.

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Without adequate working capital, the Company may not be able to meet its obligations and continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued. If the Company is not able to obtain necessary capital, it may be required to terminate operations, liquidate all or a portion of assets and/or seek bankruptcy protection. As a result, the Company concluded that its plans at this stage do not alleviate substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of Grid AI and its wholly owned subsidiaries and FWB (First Wave Biopharma). Intercompany transactions and balances have been eliminated upon consolidation. In the opinion of our management, the accompanying unaudited condensed consolidated financial statements of Grid AI, and it’s subsidiaries, included herein have been prepared in accordance with accounting principles generally accepted in the United States of America “(GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the U.S Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Filed with SEC on May 1, 2026. The consolidated Balance Sheet as of December 31, 2025 was derived from the audited financial statements included in Company’s Annual Report on Form 10K. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results expected for the fiscal year.

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Note 2 - Significant Accounting Policies and Recent Accounting Pronouncements

Use of Estimates

The accompanying unaudited condensed consolidated financial statements are prepared in conformity with GAAP and include certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements (including goodwill), and the reported amounts of revenue and expense during the reporting period, including contingencies. Accordingly, actual results may differ from those estimates.

Segment Information

The Company operates asthrough ~~one~~two operating ~~segment~~segments: ~~with a focus on research and development. The Chief Executive Officer~~ (~~“CEO”~~i), asits ~~the~~legacy ~~Company’s~~biopharmaceutical ~~chief~~business ~~operating~~focused ~~decision maker, manages and allocates resources to the operations of the Company~~ on ~~an aggregated basis. This enables~~ the ~~CEO~~research toand ~~assess~~development ~~the Company’s overall level~~ of ~~available~~gastrointestinal ~~resources~~therapeutic ~~and determine how best to deploy these resources across functions~~candidates, ~~product~~ and ~~service lines, and strategic opportunities in line with the long-term Company-wide strategic goals. Following the acquisition of Grid AI Corp.~~ (~~see Note 3~~ii), ~~management~~its ~~evaluated~~GridAI ~~the Company’s operating and reportable segments in accordance with ASC 280~~business, ~~Segment~~which ~~Reporting.~~focuses ~~Grid~~on ~~AI represents a distinct operating component of~~ the ~~business;~~development ~~however,~~and ascommercialization of ~~September~~artificial ~~30,~~intelligence-driven ~~2025,~~energy itoptimization ~~does~~platforms ~~not meet the quantitative or qualitative thresholds for separate reportable segment presentation. The Company’s operations are therefore presented as a single operating~~ and ~~reportable segment~~technologies.

The Chief Executive Officer (“CEO”), as the Company’s chief operating decision maker, reviews financial information and allocates resources between these two operating segments based on their respective business activities, strategic priorities, and capital requirements. This approach enables the CEO to assess the performance of each segment and make decisions regarding resource allocation and strategic direction.

Reverse Stock Split

On December 18, 2023, the Company effected a reverse stock split, whereby every twenty shares of the Company’s issued and outstanding common stock was converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share.

On January 18, 2023, the Company effected a reverse stock split, whereby every seven shares of the Company’s issued and outstanding common stock was converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share.

On August 18, 2025, the Company effected a reverse stock split, whereby every three shares of the Company’s issued and outstanding common stock was converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share.

All share and per share amounts have been retroactively restated to reflect the reverse stock ~~splits~~split referenced above.

Cash and Cash Equivalents ~~and Restricted Cash~~

The Company considers all highly liquid investments with maturities of three months or less from date of purchase to be cash equivalents. AsA portion of ~~September~~the ~~30,~~Company’s ~~2025~~cash and ~~December~~cash ~~31,~~equivalents ~~2024,~~is ~~the~~held ~~Company~~by ~~has~~foreign ~~classified~~subsidiaries ~~approximately~~and ~~zero~~is ~~and~~denominated ~~$22~~in foreign currencies,~~000~~ ~~respectively~~including asBritish ~~restricted~~Pound ~~cash~~Sterling and Czech Koruna.

Concentrations of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist of cash. The Company primarily maintains its cash balances with financial institutions in federally insured accounts in the U.S. In addition, the Company maintains cash balances in foreign financial institutions in jurisdictions in which it operates, including the United Kingdom and the Czech Republic. The Company may from time to time have cash in banks in excess of FDIC insurance limits. Cash held outside the United States may not be subject to U.S. federal deposit insurance and may be subject to foreign exchange risk and local regulatory restrictions. The Company has not experienced any losses to date resulting from this practice. The Company mitigates its risk by maintaining the majority of its cash and equivalents with high quality financial institutions.

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Equity-Based Payments to Non-Employees

Equity-based payments to non-employees are measured at fair value on the grant date per ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting.

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Fair Value Measurements

The Company follows Accounting Standards Codification (“ASC”) Topic 820-10, Fair Value Measurements and Disclosures (“ASC 820”), which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions, which reflect those that a market participant would use.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

The Company recognizes transfers between levels as if the transfers occurred on the last day of the reporting period.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price of the acquired business over the fair value of amounts assigned to assets acquired and liabilities assumed. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if events or circumstances indicate impairment may be present. Any excess in carrying value over the estimated fair value is charged to results of operations. The Company has not recognized any impairment charges through ~~September~~March 3031, ~~2025~~2026 related to goodwill and intangible assets.

The Company is evaluating the planned acceptance of stable-coins as a form of consideration in future transactions. Under U.S. GAAP, digital assets similar to stable-coins are potentially classified within the scope of ASU 2023-08 (ASC 350-60, Crypto Assets) and would be measured at fair value with changes recognized in earnings. Digital assets that do not meet the scope criteria would continue to be accounted for as indefinite-lived intangible assets under ASC 350 and measured at cost, less impairment. The Company is currently assessing the appropriate classification and measurement for any such digital assets based on their specific characteristics. As of September 30, 2025, the Company did not hold any stable-coins or other in-scope crypto assets.Assets

The Company is evaluating the planned acceptance of stable-coins as a form of consideration in future transactions. Under U.S. GAAP, digital assets similar to stable-coins are potentially classified within the scope of ASU 2023-08 (ASC 350-60, Crypto Assets) and would be measured at fair value with changes recognized in earnings. Digital assets that do not meet the scope criteria would continue to be accounted for as indefinite-lived intangible assets under ASC 350 and measured at cost, less impairment. The Company is currently assessing the appropriate classification and measurement for any such digital assets based on their specific characteristics. As of March 31, 2026, the Company did not hold any stable-coins or other in-scope crypto assets.

Impairment of Long-Lived Assets

The Company periodically evaluates its long-lived assets for potential impairment in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360”). Potential impairment is assessed when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. The recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends and product development cycles. If impairments are identified, assets are written down to their estimated fair value. The Company has not recognized any impairment charges through ~~September~~March 3031, ~~2025~~2026.

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Income Taxes

Income taxes are recorded in accordance with ASC 740, Accounting for Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The Company determines its deferred tax assets and liabilities based on differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company ~~accounts~~operates ~~for~~in ~~uncertain~~foreign ~~tax~~jurisdictions, ~~positions~~primarily in ~~accordance~~the ~~with~~United ~~the~~Kingdom, ~~provisions~~through ofits ~~ASC~~AMPX ~~740~~subsidiaries. ~~When~~The ~~uncertain~~Company ~~tax~~accounts ~~positions~~for ~~exist,~~income ~~the~~taxes ~~Company~~in ~~recognizes~~these ~~the~~jurisdictions ~~tax~~in ~~benefit~~accordance ofwith ~~tax~~ASC ~~positions~~740, toincluding the ~~extent~~recognition ~~that~~of ~~the~~deferred ~~benefit~~tax ~~will~~assets ~~more~~and ~~likely~~liabilities ~~than~~based ~~not~~on belocal ~~realized~~tax laws and enacted rates. ~~The~~Deferred ~~determination~~tax asliabilities toarising ~~whether~~from ~~the~~taxable ~~tax~~temporary ~~benefit~~differences ~~will~~in ~~more~~foreign ~~likely~~jurisdictions ~~than~~are ~~not~~evaluated bein ~~realized~~conjunction iswith ~~based~~available ~~upon~~net ~~the~~operating ~~technical~~loss ~~merits~~carryforwards ofand ~~the~~other tax ~~position~~attributes. asIn ~~well~~certain asforeign ~~consideration~~jurisdictions, ofnet ~~the~~operating ~~available~~loss ~~facts~~carryforwards ~~and~~are ~~circumstances.~~available Atto ~~September~~offset ~~30,~~deferred ~~2025~~tax liabilities, and ~~December 31~~accordingly, ~~2024,~~no ~~the~~valuation ~~Company~~allowance ~~does~~has ~~not~~been ~~have~~recorded ~~any~~where ~~significant~~such ~~uncertain~~offsets ~~tax~~are ~~positions~~expected to be realized.

The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As at March 31, 2026 and December 31 2025, the Company does not have any significant uncertain tax positions.

Leases

Leases are recorded on the balance sheet as right of use assets and lease obligations. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a term of 12 months or less at inception are expensed monthly over the lease term. The lease term is determined by assuming the exercise of renewal options that are reasonably certain. The implicit interest rate or the incremental borrowing rate is used in determining the present value of future payments. ~~The company has not entered into any new leases in the nine months ended September 30, 2025.~~

~~Income (~~Loss) Per Share

Basic ~~income (~~loss) or earnings per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of shares of Common Stock outstanding. Diluted EPS reflects the potential dilution that could occur from shares of Common Stock issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options is excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

The dilutive effect of stock options and warrants is determined using the treasury stock method. Stock options and warrants to purchase shares of Common Stock of the Company during ~~2024~~2026 and ~~for the three and nine months ended September 30,~~ 2025 were not included in the computation of diluted EPS because the Company has incurred a loss ~~for~~in ~~the~~2026 ~~three~~ and ~~nine months ended September 30,~~ 2025 and ~~year ended December 31, 2024 and~~ the effect would be anti-dilutive. Prefunded warrants were also evaluated for inclusion in earnings per share; however, they were determined to be anti-dilutive for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 and the year ended December 31, ~~2024~~2025. See Note 19.

Research and Development

~~Research~~The ~~and~~Company ~~development~~records ~~costs~~intellectual ~~are~~property ~~charged~~acquired ~~to operations when incurred and are included~~ in ~~operating~~business ~~expenses,~~acquisitions ~~except~~that ~~for~~has ~~goodwill~~not ~~related~~reached totechnological ~~patents.~~feasibility ~~Research~~ and ~~development~~which ~~costs~~has ~~consist~~no ~~principally~~alternative offuture ~~compensation of consultants that perform the Company’s research activities~~use, ~~payments~~as ~~to third parties for preclinical and non~~In-~~clinical~~Process ~~activities,~~R&D ~~expenses with clinical research organizations~~ (“~~CROs~~IPR&D”), ~~investigative~~at ~~sites,~~the ~~consultants~~acquisition ~~and~~date. ~~contractors~~On ~~that~~March ~~conduct~~13, ~~or provide other services relating to clinical trials~~2024, ~~costs~~the toCompany ~~acquire~~entered ~~drug~~into ~~product,~~an ~~drug~~acquisition ~~supply~~agreement ~~and~~with ~~clinical~~IMGX ~~trial~~which ~~materials~~included ~~from~~the ~~contract~~intellectual ~~development~~property and ~~manufacturing~~patents ~~organization~~for ~~(“CDMOs”)~~Latiglutenase and ~~third-party contractors relating to chemistry~~CypCel, ~~manufacturing~~which ~~and~~was ~~controls~~accounted ~~(“CMC”) efforts, the fees paid~~ for ~~and~~as toa ~~maintain~~business ~~the~~acquisition ~~Company’s~~(see ~~licenses~~Note ~~and~~3 ~~research~~ and ~~development~~Note ~~costs related to Adrulipase, Capeserod and Niclosamide~~4). ~~Depending~~Subsequent ~~upon the timing of payments~~ to the ~~service providers~~acquisition, the Company ~~recognizes~~rescinded ~~prepaid~~the ~~expenses~~IMGX ortransaction, ~~accrued~~which ~~expenses~~was ~~related~~completed toon ~~these~~December ~~costs~~31, 2025. ~~These~~As ~~accrued~~a orresult, ~~prepaid~~the ~~expenses~~Company ~~are~~no ~~based~~longer onholds ~~management’s estimates of~~ the ~~work~~related ~~performed~~intellectual ~~under~~property ~~service~~or ~~agreements,~~patents ~~milestones achieved~~ and ~~experience~~derecognized ~~with~~associated ~~similar~~assets ~~contracts. The Company monitors each~~ of ~~these~~approximately ~~factors~~$63.4 ~~and adjusts estimates accordingly~~million.

~~Research and Development – Intellectual Property Acquired~~-10-

The Company records intellectual property acquired in business acquisitions that has not reached technological feasibility and which has no alternative future use, as In-Process R&D (“IPR&D”) at the acquisition date. On March 13, 2024, the Company entered into an acquisition agreement with IMGX which included the intellectual property and patents for Latiglutenase and CypCel, which was accounted for as a business acquisition (see Note 3 and Note 4).

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Intangible assets related to IPR&D are considered definite-lived intangible assets and are assessed for impairment annually or more frequently if impairment indicators exist. If the associated research and development effort is abandoned, the related assets will be written-off, and the Company will record a noncash impairment loss on its Condensed Consolidated Statements of Operations. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. The impairment test for indefinite-lived intangible assets is a one-step test that compares the fair value of the intangible asset to its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to the excess. ~~The Company has not recognized any impairment charges through September 30, 2025 related to IPR&D.~~

Following the acquisition of Grid AI Corp. on September 30, 2025, the Company’s research and development activities also include technology and platform development related to energy optimization and digital infrastructure solutions. Costs associated with these activities, primarily consisting of professional fees and personnel-related expenses, are expensed as incurred. During the quarter ended March 31, 2026, certain of these costs were classified within research and development expense, while other costs continued to be classified within operating expenses based on their nature.

For tax purposes, intangible assets related to IPR&D are considered indefinite-lived intangible assets.

Stock-Based Compensation

The Company’s board of directors (the “Board”) and stockholders have adopted and approved the Amended and Restated 2014 Omnibus Equity Incentive Plan (the “2014 Plan”) which took effect on May 12, 2014, and the 2020 Omnibus Equity Incentive Plan, which took effect on September 11, 2020 (the “2020 Plan”). From the effective date of the 2020 Plan, no new awards have been or will be made under the 2014 Plan. On March 13, 2024, in connection with the IMGX acquisition, the Company assumed IMGX’s 2021 Stock Option Plan (the “IMGX Plan”), including all IMGX stock options immediately outstanding prior to the IMGX acquisition, with each becoming an option to purchase Common Stock, subject to adjustment. The ~~IMGX Plan was adopted and approved by the board of directors and stockholders of IMGX in 2021. Following the assumption of the IMGX Plan by the~~ Company, ~~no new awards have been or will be made under the IMGX Plan. The Company~~ accounts for its stock-based compensation awards to employees, consultants, and Board members in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, consultants, and Board members, including grants of employee stock options, to be recognized in the statements of operations by measuring the fair value of the award on the date of grant and recognizing this fair value as stock-based compensation using a straight-line method over the requisite service period, generally the vesting period.

For awards with performance conditions that affect their vesting, such as the occurrence of certain transactions or the achievement of certain operating or financial milestones, recognition of fair value of the award occurs when vesting becomes probable.

The Company estimates the grant date fair value of stock option awards using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock.

Assets Held for Sale and Discontinued Operations

Assets and liabilities are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the condensed consolidated balance sheet. A newly acquired business in a business combination that has met the held for sale criteria should be measured at fair value less costs to sell. This is because the business has been recently acquired and its carrying value has been adjusted to its fair value. Depreciation and amortization of assets cease upon designation as held for sale.

Discontinued operations comprise activities that were disposed of, discontinued or held for sale at the end of the period, represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes, and represent a strategic business shift having a major effect on the Company’s operations and financial results according to ASC Topic 205, Presentation of Financial Statements.

~~Additional~~As ~~details~~of ~~surrounding~~March 31, 2026, the Company’s does not have any assets ~~and~~or liabilities classified as held for sale and ~~discontinued~~has ~~operations~~not ~~are~~presented ~~included~~any indiscontinued ~~Note 4~~operations.

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Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

Energy generation revenue

Energy generation revenue is generated primarily from contracts with various non-affiliated parties under long-term power purchase agreements (“PPAs”) or feed-in tariffs. The Company recognizes energy revenue when persuasive evidence of an arrangement exists, and energy has been generated and transmitted to the grid. The price of energy is fixed or determinable and the collectability of the resulting receivable is reasonably assured.

Engineering, procurement & construction (“EPC”) revenue

The Company recognizes revenue for sale of EPC and development services over time based on the estimated progress to completion using a cost-based input method. In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize.

Cost-based input methods of revenue recognition are considered a faithful depiction of the Company’s efforts to satisfy EPC and development services contracts and, therefore, reflect the transfer of goods or services to a customer under such contracts. Costs incurred towards contract completion may include costs associated with direct materials, labor, subcontractors, and other indirect costs related to contract performance.

Management fee and other revenues

Operation and maintenance (“O&M”) services are transferred over time when customers receive and consume the benefits provided by the Company’s performance under the terms of service arrangements. Revenues from O&M services are recognized when the work completed to date does not require re-performances and the costs of O&M services are expensed when incurred.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses, which is based on management’s assessment of the collectability of customer accounts, historical experience, and current economic conditions. The Company evaluates expected credit losses in accordance with ASC 326, Financial Instruments – Credit Losses (“CECL”), using a combination of historical loss experience, current conditions, and reasonable and supportable forecasts. The Company considers factors such as customer creditworthiness, aging of receivable balances, historical write-off experience, and current economic trends in assessing expected credit losses. As of March 31, 2026 and December 31, 2025 the Company did not record any allowance for credit losses.

Notes Payable and Warrants

The Company accounts for notes payable in accordance with applicable guidance under ASC 470, Debt. Notes payable are initially recorded at their principal amount, net of any discounts, and are subsequently measured at amortized cost using the effective interest method.

In connection with certain financing arrangements, the Company has issued warrants to purchase its common stock. The Company evaluates such warrants to determine whether they should be classified as equity or as a liability in accordance with ASC 480 and ASC 815. Warrants that meet the criteria for equity classification are recorded in additional paid-in capital, while warrants that require liability classification are recorded at fair value with changes in fair value recognized in earnings.

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Foreign Currency

The Company’s functional currency is the U.S. dollar. For foreign subsidiaries, the functional currency is generally the local currency. The Company operates through subsidiaries in multiple jurisdictions, including the United Kingdom, Czech Republic, and Australia, whose functional currencies are primarily the British Pound Sterling, Czech Koruna, and Australian Dollar, respectively. Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the balance sheet date, while income and expense accounts are translated at average exchange rates during the period. Resulting translation adjustments are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity.

Foreign currency transaction gains and losses are recognized in the condensed consolidated statements of operations as incurred. Transactions denominated in currencies other than the functional currency are recorded at the exchange rate in effect at the date of the transaction, and monetary assets and liabilities are remeasured at exchange rates in effect at the reporting date, with resulting gains and losses recognized in the condensed consolidated statements of operations.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for all public entities for fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 on January 1, 2025 and the adoption did not have a material effect on the Company’s financial statement disclosures.

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 amends ASC 326, Financial Instruments—Credit Losses, introducing a practical expedient and an accounting policy election for certain entities in estimating expected credit losses for current accounts receivable and current contract assets arising from transactions within the scope of ASC 606, Revenue from Contracts with Customers. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset when developing forecasts. ASU 2025-05 is effective for the Company beginning in the first quarter of 2026, with early adoption permitted, and should be applied prospectively. The Company is currently evaluating the potential impact of the new guidance on its consolidated financial statements; however, no material effect is expected based on the current nature of the Company’s receivables and contract assets.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). ASU 2025-04 revises the definition of “performance condition” for share-based consideration payable to a customer, removes the policy election to account for forfeitures as they occur for awards with service conditions, and clarifies that ASC 606 variable consideration guidance does not apply to such awards. This guidance is effective for the Company beginning in the first quarter of 2027, with early adoption permitted, and may be applied on a modified retrospective or retrospective basis. The Company does not currently issue share-based consideration to customers and does not expect the adoption of ASU 2025-04 to have a material impact, but will continue to monitor for applicability.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) (“ASU 2025-03”), which clarifies the requirements for determining the accounting acquirer in the acquisition of a variable interest entity. ASU 2025-03 is effective beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this update require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of ASU 2025-03, however, does not expect it to have a material impact on its financial statements.

In November 2024, the FASB issued ASU 2024-04, Induced Conversions of Convertible Debt Instruments. This ASU clarifies the requirements for determining whether certain settlements of convertible debt should be accounted for as induced conversions. The guidance is effective for the Company beginning in the first quarter of 2026, with early adoption permitted, and may be applied prospectively or retrospectively. While the Company has outstanding convertible debt, no induced conversions have been undertaken. Management does not expect the adoption of ASU 2024-04 to have a material impact unless future inducement transactions occur.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures of specified expense categories, qualitative descriptions of remaining amounts in expense captions, and disclosure of selling expenses and the Company’s definition thereof. This guidance is effective for the Company beginning with the 2027 annual report, with early adoption permitted. The Company is evaluating its reporting processes to ensure compliance with the new disclosure requirements.

InManagement ~~December~~has ~~2023,~~reviewed the ~~FASB~~above ~~issued~~standards ~~ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires expanded disclosures of rate reconciliation categories, significant reconciling items,~~ and ~~disaggregated income taxes paid~~, ~~net~~based ofon ~~refunds. The guidance is effective for~~ the Company’s ~~beginning~~current ~~with~~operations ~~the~~and ~~2025~~transactions, ~~annual~~does ~~report,~~not ~~with~~expect ~~early~~their adoption ~~permitted,~~to ~~and~~have ~~should~~a bematerial ~~applied~~impact ~~prospectively,~~on ~~with~~the ~~retrospective adoption also permitted. The~~ Company’s iscondensed ~~evaluating~~consolidated ~~enhancements~~financial ~~to its income tax disclosures in preparation for adoption~~statements.

Management has reviewed the above standards and, based on the Company’s current operations and transactions, does not expect their adoption to have a material impact on the Company’s consolidated financial statements.

The Company has evaluated other recently issued accounting pronouncements and has concluded that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.

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Note 3 – Business ~~Acquisition~~Acquisitions

IMGX Acquisition (subsequently rescinded)

On March 13, 2024, the Company acquired ImmunogenX, Inc., ~~a Delaware corporation, in accordance with the terms of an Agreement and Plan of Merger, dated March 13, 2024~~ (~~the~~ “~~Merger Agreement~~IMGX”), bypursuant and among the Company, IMMUNO Merger Sub I, Inc., a Delaware corporation (“First Merger Sub”), IMMUNO Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”), and ImmunogenX. Pursuant to ~~the~~an ~~Merger~~ Agreement, ~~First Merger Sub merged with~~ and ~~into~~Plan ~~ImmunogenX,~~of ~~pursuant to which ImmunogenX was the surviving corporation (the “First~~ Merger”). ~~Immediately~~The ~~following~~transaction ~~the First Merger, IMGX merged with and into Second Merger Sub, pursuant to which Second Merger Sub~~ was ~~the~~accounted ~~surviving~~for ~~entity~~as ~~and~~ a ~~wholly~~business ~~owned~~combination ~~subsidiary~~under ofASC ~~the Company (the “Second Merger” and~~805, ~~together~~ with the ~~First~~Company ~~Merger,~~identified ~~the “IMGX Merger”). Second Merger Sub subsequently changed its name to ImmunogenX, LLC. The Merger is intended to qualify~~ as athe ~~tax-free~~accounting ~~reorganization for U~~acquirer.~~S. federal income tax purposes.~~

~~Under~~On ~~the~~December ~~terms~~31, of2025, the ~~Merger~~Company ~~Agreement,~~completed ~~following~~ the ~~consummation~~rescission of the ~~Merger~~IMGX ~~(the~~transaction ~~“Closing”),~~pursuant into ~~exchange~~a ~~for~~Rescission ~~the~~Agreement, ~~outstanding~~as ~~shares~~amended. ofAs ~~capital~~a ~~stock~~result of ~~ImmunogenX immediately prior to~~ the ~~effective time of the First Merger~~rescission, the Company ~~issued~~no tolonger holds the ~~stockholders~~assets ofand ~~ImmunogenX~~liabilities anassociated ~~aggregate~~with ~~of (A) 36~~IMGX,~~830~~ ~~shares~~and ofIMGX ~~Common~~is ~~Stock,~~no ~~and~~longer ~~(B)~~a ~~11,777.418~~subsidiary ~~shares~~ of ~~Series~~the GCompany. ~~Preferred~~The ~~Stock,~~Company ~~each~~also ~~share~~cancelled ofsubstantially ~~which~~all ~~is convertible into 1,000 shares~~ of ~~Common~~the ~~Stock,~~equity ~~upon~~consideration ~~shareholder~~previously ~~approval.~~issued ~~Following~~in ~~the~~connection ~~closing~~with of the IMGX acquisition, including the ~~Company~~applicable ~~had 2,303,135~~ shares of common stock, ~~issued~~Series G Preferred Stock, assumed options and ~~outstanding~~assumed warrants.

~~The~~As of March 31, 2026, the Company ~~incurred~~had ~~transaction~~no ~~costs~~assets ofor ~~$5,456,038~~liabilities ~~which~~classified ~~are~~as ~~included~~held infor ~~the~~sale ~~Company’s~~related ~~condensed~~to ~~consolidated~~IMGX. ~~statement~~See ofNote ~~operations~~4 - Discontinued Operations and Assets Held for Sale.

InAcquisition addition, the Company assumed (i) all ImmunogenX stock options immediately outstanding prior to the First Merger, each becoming an option to purchase Common Stock subject to adjustment pursuant to the terms of ~~the~~Grid ~~Merger~~AI Agreement (the “Assumed Options”) and (ii) all ImmunogenX warrants immediately outstanding prior to the First Merger, each becoming a warrant to purchase Common Stock subject to adjustment pursuant to the terms of the Merger Agreement (the “Assumed Warrants”)Corp. The Assumed Options are exercisable for an aggregate of 200,652 shares of Common Stock, have an exercise price of $0.81 and expire between February 1, 2031 and June 6, 2033. The Assumed Warrants are exercisable for an aggregate of 127,680 shares of Common Stock, have exercise prices ranging from $3.03 to $3.92 and expire between September 30, 2032 and September 6, 2033.

~~Tungsten~~On ~~Partners~~September ~~LLC~~30, ~~(“Tungsten”)~~2025, ~~acted~~the asCompany ~~financial~~completed ~~advisor to~~ the ~~Company~~acquisition inof ~~connection~~Grid ~~with~~AI ~~the Merger~~Corp. As(“Grid ~~partial~~AI”), ~~compensation~~a ~~for~~Nevada ~~services~~corporation, ~~rendered~~pursuant byto ~~Tungsten,~~a ~~the~~Share ~~Company~~Exchange ~~issued~~Agreement todated ~~Tungsten~~September or30, ~~its~~2025, ~~affiliates~~by orand ~~designees~~among anthe ~~aggregate~~Company ofand ~~18,475~~the ~~shares~~shareholders of ~~Common~~Grid ~~Stock~~AI. ~~and~~Under ~~595.808~~the ~~shares~~terms of ~~Series~~the Gagreement, ~~Preferred~~the ~~Stock.~~shareholders ~~The~~of ~~fair~~Grid ~~value~~AI transferred all of the ~~advisory~~issued ~~fees~~and ~~was~~outstanding ~~approximately~~shares ~~$4.0~~of ~~million~~Grid ~~which~~AI ~~are~~to ~~included~~the Company in ~~the~~exchange ~~approximately~~for ~~$5.5~~equity ~~million~~interests of ~~transaction~~the ~~costs noted above~~Company.

The ~~Merger was accounted for as a business combination under the~~ acquisition ~~method~~ of ~~accounting~~Grid ~~with~~AI ~~First~~was ~~Wave~~undertaken asto expand the ~~accounting~~Company’s ~~acquirer.~~operations ~~Under~~into ~~the~~AI-driven ~~acquisition~~energy ~~method~~optimization, ~~the~~distributed ~~total~~energy ~~purchase~~resource ~~price~~management, ofbattery ~~the~~storage ~~acquisition is allocated to the net identifiable tangible~~ and ~~intangible~~energy ~~assets~~orchestration ~~acquired and liabilities assumed based on the fair values as of the date of such acquisition~~solutions. ~~The fair value of the consideration totaled approximately $60.1 million, summarized as follows:~~

At closing, the Company issued to the sellers 424,348 shares of common stock and 38,801.546 shares of Series H Non-Voting Convertible Preferred Stock. The Series H Preferred Stock is convertible into an aggregate of not less than 38,801,546 shares of common stock, subject to stockholder approval, achievement of specified milestones and other conditions and adjustments set forth in the applicable certificate of designation.


	Amount
Common stock issued to ImmunogenX stockholders	$	240,500
Replacement options		1,271,000
Replacement warrants		789,000
Preferred stock issued to ImmunogenX stockholders		57,790,474
Total consideration paid	$	60,090,974

The combined fair value of the equity consideration issued to the sellers was estimated at approximately $27.1 million, consisting of approximately $2.1 million attributable to the common stock issued and approximately $25.0 million attributable to the Series H Preferred Stock. The Company also recognized a non-controlling interest of approximately $5.3 million, representing the estimated fair value of the 25% ownership interest in AMPX UK Holdings not owned directly or indirectly by the Company. No cash consideration was paid.

Transaction costs related to the acquisition were not material and were expensed as incurred.

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~~The~~Purchase ~~Company~~Price has made an allocation of the purchase price of the Merger to the assets acquired and the liabilities assumed as of the purchase date. The following table summarizes the purchase price allocations relating to the Merger:Allocation

The transaction was accounted for under the acquisition method of accounting in accordance with ASC 805. The preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:


Assets acquired:
Cash and cash equivalents	$	88332,~~169~~969
Prepaid expenses and other current assets		3,131,929
Trade receivable and other current assets		381,561
Property and equipment, net		18,963
Prepaid expenses		11,125
Intangibles		63,370,000
Subscription receivable		447,935
Operating lease right-of-use assets		4,232
Developed technology		19,293,000
Total assets	$	66,613,293
Customer relationships		2,306,000
Liabilities assumed:
Trade name		813,000
Accounts payable		916,209
Total assets	$	23,585,590
Accrued expenses and other current liabilities		2,131,439
Liabilities assumed:
Long term debt		6,397,889
Accounts payable		1,079,668
Deferred tax liability		15,431,108
Tax payable		71,140
Total liabilities	$	24,876,645
Deferred consideration		7,000,000
Goodwill recorded:
Notes payable		310,000
Goodwill	$	18,354,326
Due to related parties		269,898
Net assets acquired	$	60,090,974
Deferred tax liability		4,892,262
Total liabilities	$	13,622,968
Goodwill recorded:
Goodwill	$	22,434,494
Net assets acquired	$	32,397,116

The ~~fair~~purchase ~~value~~price ofallocation ~~IPR&D~~remains ~~was~~preliminary ~~capitalized as of the IMGX Merger date~~ and ~~accounted~~subject ~~for~~to asadjustment ~~indefinite-lived~~during ~~intangible assets until completion or disposition of~~ the ~~assets~~measurement orperiod, ~~abandonment~~which ofextends ~~the~~through ~~associated~~September ~~research~~30, ~~and development efforts~~2026. ~~Upon~~During ~~successful completion of~~ the ~~development~~measurement ~~efforts~~period, the ~~useful~~Company ~~lives~~may ofrecord ~~the~~adjustments ~~IPR&D~~to ~~assets will be determined based on~~ the ~~anticipated~~provisional ~~period~~amounts ofrecognized ~~regulatory~~for ~~exclusivity~~assets acquired and ~~will~~liabilities beassumed ~~amortized~~based ~~within~~on ~~operating~~additional ~~expenses.~~information ~~The~~obtained ~~goodwill~~about ~~recorded~~facts ~~related~~and tocircumstances ~~the~~that ~~IMGX~~existed ~~Merger~~as ~~is the excess~~ of the ~~fair~~acquisition ~~value~~date. ofNo ~~the~~measurement ~~consideration~~period ~~transferred~~adjustments bywere ~~the~~recorded ~~acquirer~~during ~~over~~ the ~~fair~~three ~~value~~months ofended ~~the~~March ~~net~~31, ~~identifiable assets acquired and liabilities assumed at the date of such acquisition~~2026. ~~The goodwill recorded is not deductible for tax purposes.~~

The excess of the fair value of the consideration transferred over the fair value of the identifiable net assets acquired was recorded as goodwill of approximately $22.4 million. The goodwill recognized is primarily attributable to expected synergies from integrating Grid AI’s operations with the Company’s existing platform, including anticipated growth in AI-driven energy optimization solutions, expansion into new markets, workforce expertise, and assembled workforce, which do not qualify for separate recognition as intangible assets. None of the goodwill is expected to be deductible for tax purposes.

All intangible assets acquired are subject to amortization and their associated estimated acquisition date fair values are as follows:


	Estimated	Acquisition Date
Intangible Asset	Useful Life	Fair Value
Patents	2 years	$	140,000
Developed technology	10 years	$	19,293,000
Trade names and trademarks	6 years		230,000
Customer relationships	8 years	$	2,306,000
IPR&D – Latiglutenase	Indefinite		54,000,000
Trade name	10 years	$	813,000
IPR&D - CypCel	Indefinite	$	9,000,000

Net loss in the Condensed Consolidated Statement of Operations for the nine months ended September 30, 2025 includes net losses of IMGX from the date of acquisition to September 30, 2025 of approximately $0.8 million, which is classified as discontinued operations.

The Merger is classified as held for sale as of September 30, 2025. Refer to Note 4 for further information.

Pro forma disclosure for the IMGX acquisition

The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the Acquisition had taken place on January 1, 2024. The pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date:


	Nine Months		Twelve Months Ended
	Ended September, 2025		December 31, 2024
Operating expenses	$	—	$	15,621,274
Loss before income tax benefit		—		(15,619,022)
Loss from discontinued operations		(816,808)		(2,440,315)
Net loss applicable to common shareholders		(816,808)		(18,300,301)

Basic and diluted weighted average shares outstanding		1,609,863		45,657
Loss per share - basic and diluted	$	(0.51)	$	(400.82)

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~~Acquisition~~Note of4 ~~Grid~~– AIDiscontinued ~~Corp.~~Operations, Assets Held for Sale

OnThe ~~September 30, 2025, the~~ Company previously completed ~~the~~a ~~acquisition~~merger ofwith ~~Grid~~ImmunogenX, AILLC ~~Corp.~~ (“~~Grid AI~~IMGX”), ~~a Nevada corporation~~and, ~~pursuant~~during to the ~~terms~~year ofended aDecember ~~Share Exchange Agreement (the “Grid AI Agreement”) dated September 30~~31, ~~2025~~2024, byinitiated ~~and~~a ~~among~~plan ~~the~~to ~~Company~~dispose ~~and the shareholders~~ of ~~Grid~~certain AIIMGX ~~(the~~assets ~~“Sellers”)~~and liabilities. ~~Under~~As ~~the~~a ~~terms of the Grid AI Agreement~~result, ~~each~~such ~~Seller~~assets ~~transferred to Entero all of the issued~~ and ~~outstanding~~liabilities ~~shares~~were ofclassified ~~Grid~~as AIheld ~~in exchange~~ for ~~equity~~sale ~~interests~~and of the ~~Company~~results asof ~~described~~IMGX ~~below.~~were ~~The~~presented ~~Share~~as ~~Exchange~~discontinued Agreement establishes the terms governing consideration allocation, post-closing ownership structure, milestone-based conversion features, and certain rescission mechanics that may impact the ultimate fully-diluted ownership of the Companyoperations.

~~Additional~~On ~~Terms~~December 31, 2025, the Company completed the rescission of the ~~Share~~IMGX ~~Exchange~~transaction pursuant to a Rescission Agreement, as amended. As a result of the rescission, the Company no longer holds the assets and liabilities associated with IMGX, IMGX is no longer a subsidiary of the Company, and the Company no longer classifies any IMGX-related amounts as held for sale.

InAs ~~connection~~of ~~with~~March ~~the Share Exchange Agreement~~31, the equity consideration issued to the Sellers includes adjustment provisions intended to ensure that the relative ownership levels of the parties remain consistent with the economic intent of the agreement2026, ~~subject to~~ the ~~achievement~~Company ofhad ~~specified~~no ~~milestones~~assets ~~and~~or ~~receipt~~liabilities ofclassified ~~required~~as ~~shareholder~~held ~~approvals.~~for ~~The~~sale ~~agreement also contains rescission~~ and ~~reallocation~~had ~~provisions~~no ~~under~~discontinued ~~which~~operations ~~certain~~related ~~elements~~to ~~of the consideration issued may be adjusted if those conditions are not met~~IMGX. ~~These provisions do not affect the preliminary purchase accounting conclusions reached as of the acquisition date.~~

~~Consideration~~The ~~Transferred~~following table summarizes the Company’s loss from discontinued operations:

At closing, the Company issued to the Sellers:

● 424,348 shares of the Company’s common stock, par value $0.0001 per share, representing approximately 19.99% of the Company’s issued and outstanding common stock as of the closing date; and

● 38,801.546 shares of Series H Non-Voting Convertible Preferred Stock, par value $0.0001 per share, each share having a liquidation value of $618.53 and convertible into an aggregate of not less than 38,801,546 shares of common stock upon achievement of specified milestones and shareholder approval. The Series H Preferred Stock includes milestone-based conversion features that require specified operational and corporate events to be satisfied before conversion into common stock. Conversion is also subject to shareholder approval of the related conversion proposal.

The combined fair value of the equity consideration issued to the Sellers was estimated at $27.1 million, consisting of $2.1 million attributable to the common stock issued and $25.0 million attributable to the Series H Preferred Stock. The Company recognized a non-controlling interest of approximately $5.3 million, representing the estimated fair value of the 25% ownership interest in AMPX, a subsidiary of Grid AI, not owned directly or indirectly by the Company.

No cash consideration was paid. Transaction costs related to the acquisition were not material and were expensed as incurred.

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Purchase Price Allocation

The transaction was accounted for under the acquisition method of accounting in accordance with ASC 805 with Entero identified as the accounting acquirer based on the evaluation of control, governance rights, and the legal form of the transaction. The preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:


Assets acquired:
	Three Months Ended		Three Months Ended
Cash and cash equivalents	$	336,429
	March 31,		March 31,
Accounts receivable		37,490
	2026		2025
Other current assets		1,521,939
Operating expenses:
Prepaid		353,704
Research and development expenses	$	—		—
Property plant and equipment, net		27,520
General and administrative expenses		—		—
Developed technology, net		18,387,000
Total operating expenses		—		—
Customer relationship		2,630,000
Interest expense		—		(311,515)
Trade name		782,000
Other (expense) income		—		—
Total assets	$	24,076,082
Loss from discontinued operations	$	—		(311,515)
Liabilities assumed:
Accounts payable		1,498,376
Deferred consideration- short term		2,000,000
Other non-current liabilities		7,292,101
Deferred consideration- long term		5,000,000
Total liabilities	$	15,790,477
Goodwill recorded:
Goodwill	$	24,111,981
Net assets acquired	$	32,397,586

~~The~~As ~~excess~~ of ~~the~~March ~~fair~~31, ~~value~~2026, of the ~~consideration~~Company ~~transferred~~had ~~over~~no ~~the fair value of the identifiable net~~ assets ~~acquired~~or ~~was~~liabilities ~~recorded~~classified as ~~goodwill~~held offor ~~$24~~sale.1 ~~million.~~Assets ~~None~~and ofliabilities ~~the~~held ~~goodwill~~for issale ~~expected~~as toof beMarch ~~deductible~~31, ~~for~~2025 ~~tax~~were ~~purposes.~~as follows:

All intangible assets acquired are subject to amortization and their associated estimated acquisition date fair values are as follows:


	~~Estimated~~2026		~~Acquisition Date~~	2025
Intangible Asset	Useful Life		Fair Value
Assets held for sale:
Developed technology, net	10 years		$	18,387,000
Prepaid expenses and other current assets	$	—		3,131,929
Customer relationships	8 years			2,630,000
Property and equipment, net		—		16,180
Trade names	10 years			782,000
Goodwill and intangible assets		—		80,021,900
Total assets held for sale	$	—		83,170,009
Liabilities held for sale:
Accounts payable	$	—		141,906
Accrued expenses and other current liabilities		—		2,804,810
Debt		—		6,403,737
Deferred tax liability		—		13,872,684
Total liabilities held for sale	$	—		23,223,137

~~Supplemental~~As ~~Pro~~of ~~Forma~~December ~~Financial~~31, ~~Information~~2025, the Company completed the rescission of the IMGX transaction and derecognized the related assets and liabilities previously classified as held for sale.

The acquired business did not contribute any revenue or net income / (loss) for the nine months ended September 30, 2025, because the acquisition closed on September 30, 2025.

The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if it had occurred as of January 1, 2025. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time.


	Nine Months Ended
	September 30, 2025
Revenue	$	394,833
Net Loss	$	5,860,858

Note 5 - Fair Value Disclosures

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value. The carrying value of the deferred consideration and note payable approximates their fair value as of March 31, 2026.

At March 31, 2026 and December 31, 2025, the Company had no other assets or liabilities that are subject to fair value methodology and estimation in accordance with U.S. GAAP.

~~There was no activity in Grid AI in 2024 as entity was dormant in 2024.~~-16-

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~~Segment~~Note 6 – ~~Consideration~~Property, Equipment and Leasehold Improvements

~~Following the acquisition of Grid AI Corp.~~Property, ~~management~~equipment ~~evaluated the Company’s operating~~ and ~~reportable~~leasehold ~~segments~~improvements inconsisted ~~accordance with ASC 280, Segment Reporting. Grid AI represents a distinct operating component~~ of the business due to its differentiated technology platform and customer base. However, as of September 30, 2025, Grid AI does not meet the quantitative or qualitative thresholds for separate reportable-segment presentation. The Company’s operations are therefore presented as a single operating and reportable segment. Management will continue to monitor the financial significance of Grid AI’s operations in future periods and will reassess segment presentation if warranted.following:

Note 4 – Discontinued Operations and Assets and Liabilities Held for Sale


		March 31,			December 31,
		2026			2025
Computer equipment and software		$	11,540		$	11,540
Office equipment			48,278			48,278
Leasehold improvements			28,000			28,000
Total property, plant, and equipment			87,818			87,818
Less accumulated depreciation			(87,818)			(87,818)
Property, plant and equipment, net		$	—		$	—

The Company has initiated a plan to dispose of certain assets and liabilities of IMGX. These are classified as assets and liabilities held for sale and, due to the short period of time since the close of the Merger, are reported at their fair value less cost to sell. The Company determined that the discontinued operations of IMGX represents a strategic shift that will have a major effect on the Company’s operations and financial statements.

In March 2025, the Company announced that it entered into a rescission agreement (the “Rescission Agreement”), by and among the Company, IMGX and the former shareholders of IMGX (the “IMGX Shareholders”). Under the terms of the Rescission Agreement, the parties have amicably determined that it is in their collective best interest to: (i) rescind the issuances of the shares of Common Stock and Series G Preferred Stock that the Company has issued to the IMGX Shareholders as part of the Merger, (ii) convey to the IMGX Shareholders all of the issued and outstanding membership interests (the “Membership Interests”) of IMGX currently held by the Company, (iii) cancel the Assumed Options and Assumed Warrants, and (iv) provide for such additional agreements as are set forth in the Rescission Agreement. Also as set forth in the Rescission Agreement, following the closing, the Company will retain up to approximately $695,000 of IMGX’s accounts payable, and IMGX will remain responsible for approximately $9,278,400 of IMGX’s secured debt. On June 30, 2025, the Company and the IMGX Shareholders representative mutually agreed that the transactions contemplated by the Rescission Agreement may be consummated on or prior to December 31, 2025. The Company expects that the closing of the Rescission Agreement will occur on or prior to November 30, 2025, subject to satisfaction or waiver of all conditions for closing. After the transactions contemplated by the Rescission Agreement have been consummated, IMGX will no longer be a subsidiary of the Company, and the Company will no longer be holding any interest in IMGX. In July 2025, the Company announced the it entered into an amendment to the Rescission Agreement, by and among the Company, IMGX and the IMGX Shareholders (“Rescission Agreement Amendment”), whereby the parties to the Rescission Agreement Amendment agreed to add additional shareholder representations and warranties, including providing for an accredited investor representation by each of the IMGX Shareholders.

The following table summarizes the Company’s loss from discontinued operations for the three months ended September 30, 2025 and nine months ended September 30, 2025.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Operating expenses:
Research and development expenses	$	—	$	301,661	$	—	$	1,225,533
General and administrative expenses		—		76,971		—		152,187
Total operating expenses		—		378,632		—		1,377,720
Interest expense		(337,259)		(305,614)		(972,114)		(670,298)
Other (expense) income		155,306		(1,473)		155,306		47,256
Loss from discontinued operations	$	(181,953)	$	(685,719)	$	(816,808)	$	(2,000,760)

Depreciation expense was $0 and $0 for the three months ended March 31, 2026 and 2025, respectively.

~~-18-~~Note 7 – Goodwill

Table of Contents

The assets and liabilities associated with discontinued operations consist of the following as of September 30, 2025:


Assets held for sale:
Prepaid expenses and other current assets	$	3,131,929
Property and equipment, net		16,180
Goodwill and intangible assets		80,021,900
Total assets held for sale	$	83,170,009
Liabilities held for sale:
Accounts payable	$	141,906
Accrued expenses and other current liabilities		3,254,381
Debt		6,403,737
Deferred tax liability		13,872,684
Total liabilities held for sale	$	23,672,708

Total assets and liabilities classified as held for sale are presented as current assets and liabilities, respectively, as they are anticipated to be sold within 12 months.

Note 5 - Fair Value Disclosures

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value.

The fair value of the Company’s financial instruments are as follows:


			Fair Value Measured at Reporting Date
			Using
	Carrying
	Amount		Level 1		Level 2		Level 3		Fair Value
September 30, 2025 (unaudited):
Money market funds	$	18	$	18	$	—	$	—	$	18
Note Payable (carried at amortized cost)	$	700,000		—	$	700,000		—	$	700,000

December 31, 2024:
Money market funds	$	12,723	$	12,723	$	—	$	—	$	12,723
Note Payable	$	612,784		—	$	612,784		—	$	612,784

The note payable is carried at amortized cost; its fair value is disclosed above for informational purposes only, as its stated interest rate approximates a market rate for similar instruments. The Company has not elected the fair value option for any of its financial liabilities.

At September 30, 2025 and December 31, 2024, the Company had no other assets or liabilities that are subject to fair value methodology and estimation in accordance with U.S. GAAP. The note payable is carried at amortized cost and is not subject to recurring fair value measurement.

Note 6 –Goodwill

Goodwill is as follows:


	Goodwill
Balance on December 31, 2024	$	1,684,182
Balance on Dec 31, 2024	$	1,684,182
Goodwill associated with Grid AI acquisition		22,434,494
Balance on March 31, 2025		1,684,182
Balance at December 31, 2025	$	24,118,676
Goodwill associated with IMGX acquisition		18,354,326
Goodwill adjustments during the three months ended March 31, 2026		—
Goodwill reclassified as held for sale		(18,354,326)
Balance at March 31, 2026	$	24,118,676
Goodwill associated with Grid AI acquisition		24,111,981
Balance on Sept 30, 2025 (unaudited)	$	25,796,163

The goodwill recognized in connection with the Grid AI acquisition is primarily attributable to expected synergies from integrating Grid AI’s operations with the Company’s existing platform, including anticipated growth in AI-driven energy optimization solutions, expansion into new markets, and assembled workforce.

The Company did not record any impairment charges related to goodwill during the three months ended March 31, 2026.

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Note 7 8 – Intangible Assets ~~and In-Process R&D~~

The Company’s intangible assets consist of (i) intangible assets acquired from ImmunogenX, LLC (“IMGX”), including patents, tradenames and trademarks, and (ii) identifiable intangible assets acquired in the Grid AI acquisition, including developed technology, customer relationships, and trade names. As of September 30, 2025, all IMGX intangible assets and in-process R&D (“IPR&D”) have been reclassified as held for sale in connection with the Company’s plans to divest the IMGX business. The activity related to IMGX intangible assets is presented separately below.


IMGX Intangible Assets (held for sale)	Estimated	September 30,
	Useful Life	2025
Patents	2 years	$	140,000
Trademarks and trade names	6 years		230,000
Less: accumulated amortization			(31,598)
Intangible assets, net			338,402
In-process R&D			63,000,000
Intangible assets and in-process R&D reclassified as held for sale			(63,338,402)
Total intangible assets and in-process R&D, net		$	—

The following identifiable intangible assets were recognized as part of the Grid AI acquisition and are not classified as held for sale. These assets are amortized on a straight-line basis over their estimated useful lives:


	Estimated		March 31,	~~September 30,~~
	Useful Life		2026	~~2025~~
Developed Technology, net		10 years		$	18,387,000
Developed Technology	10 years		$	19,293,000
Customer Relations		8 years			2,630,000
Less: accumulated amortization				(964,650)
Trade Name		10 years			782,000
Developed Technology, net			$	18,328,350
Total intangible assets, net				$	21,799,000
Customer Relationships	8 years		$	2,306,000
Less: accumulated amortization				(144,125)
Customer Relations, net			$	2,161,875
Trade Name	10 years		$	813,000
Less: accumulated amortization				(40,650)
Trade Name, net			$	772,350


	Estimated
Year ending December 31,	Amortization Expense
2025 (remaining 3 months)	$	561,412
2026		2,298,850
2026		2,245,650
2027		2,298,850
2027		2,245,650
2028		2,298,850
2028		2,245,650
2029		2,298,850
2029		2,245,650
2030 and thereafter		12,067,175
2030 and thereafter		12,254,988
Total	$	21,262,575
Total	$	21,799,000

Amortization expense related to intangible assets was approximately $0.6 million for the three months ended March 31, 2026.

Note 8 9 - Accrued Expenses

Accrued expenses consisted of the following:


	~~September~~March 3031,		December 31,
	~~2025~~2026		~~December 31,~~2025
	(unaudited)		2024
Professional fees	$	696,696	$	1,138,207
Lease write-off	$	236,511	$	—
Consulting		169,376		84,717
Professional fees		142,313		186,173
Accrued interest		314,675		111,000
Consulting fees		31,500		65,875
Lease obligation fee		100,902		100,902
Total accrued expenses	$	~~410~~1,~~324~~281,649	$	~~252~~1,~~048~~434,826

Note 910 – Capital Stock

~~Our~~The Company’s certificate of incorporation, as amended and restated, ~~(the~~authorizes ~~“Charter”) authorized~~ the issuance of up to 100,000,000 shares of ~~Common~~common ~~Stock~~stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

~~-20-~~On August 18, 2025, the Company effected a reverse stock split, whereby every three shares of the Company’s issued and outstanding common stock were converted automatically into one issued and outstanding share of common stock, without any change in the number of authorized shares of common stock or the par value per share.

All share and per share amounts have been retroactively restated to reflect the reverse stock split referenced above.

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All share and per share amounts have been retroactively restated to reflect the reverse stock splits referenced above.

Common Stock

The Company had 26,~~547~~108,~~147~~264 and 14,~~584~~224,~~650~~146 shares of ~~its~~common ~~Common~~stock ~~Stock~~ issued and outstanding at ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, respectively.

Each holder of ~~Common~~common ~~Stock~~stock is entitled to one vote for each share of ~~Common~~common ~~Stock~~stock held on all matters submitted to a vote of the stockholders. The Company’s ~~Charter~~certificate ~~and~~of ~~Amended~~incorporation and ~~Restated~~amended ~~Bylaws~~and ~~(the~~restated ~~“Bylaws”)~~bylaws do not provide for cumulative voting rights.

InThe ~~addition, the~~ holders of ~~the~~common ~~Company’s~~stock ~~Common~~are ~~Stock will be~~ entitled to receive ~~ratably such~~ dividends, if any, as may be declared by the Board out of legally available funds~~; however, the current policy of the Board is to retain earnings, if any, for operations and growth~~. Upon liquidation, dissolution or winding-up, the holders of ~~the~~common ~~Company’s~~stock ~~Common~~are ~~Stock will be~~ entitled to share ratably in all assets ~~that are~~ legally available for distribution after payment of liabilities and satisfaction of any preferential rights of outstanding preferred stock.

Holders of ~~the~~common ~~Company’s~~stock ~~Common Stock~~ have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to ~~the~~common ~~Common Stock~~stock. The rights, preferences and privileges of the holders of ~~Common~~common ~~Stock~~stock are subject to, and may be adversely affected by, the rights of the holders of ~~shares of~~ any series of ~~the Company’s~~ preferred stock that itthe Company may designate and issue ~~in the future~~.

Preferred Stock

The Board of Directors is authorized to divide the preferred stock into any number of series, fix the designation and number of ~~each~~shares ~~such~~of each series, and determine or change the designation, relative rights, preferences, and limitations of any series of preferred stock. ~~The Board of may increase or decrease the number of shares initially fixed for any series, but no decrease may reduce the number below the shares then outstanding and duly reserved for issuance.~~

~~On July 16, 2020, the Company designated 1,731.6 shares as~~ Series B Preferred Stock. As of September 30, 2025 and December 31, 2024, 475.56 shares of Series B Preferred Stock were issued and outstanding, respectively. There are 760.74 shares of Series B Preferred Stock remain authorized but undesignated and unissued.

On ~~January~~July 516, ~~2021~~2020, the Company designated 25approximately 5,~~000~~194.81 shares as Series CB Preferred Stock. ~~Shares~~As of ~~Series~~March ~~C Preferred Stock converted into Common Stock (or Prefunded Warrants~~31, as2026 ~~applicable) or redeemed shall be canceled~~ and ~~shall~~December ~~not~~31, be2025, ~~reissued~~475.56 Asshares of ~~September~~Series ~~30,~~B ~~2025~~Preferred ~~and~~Stock ~~December~~were ~~31,~~issued ~~2024,~~and outstanding. 0Each ~~shares~~share of Series CB Preferred Stock ~~were~~has ~~issued~~a ~~and~~liquidation ~~outstanding,~~preference ~~with~~equal ~~13,967.67~~to ~~shares~~its stated value of ~~Series~~$7,700 Cper ~~Preferred~~share, ~~Stock~~plus ~~remaining~~any ~~authorized~~accrued ~~but~~and ~~unissued~~unpaid dividends.

OnAs ~~July~~of 15March 31, ~~2022~~2026 and December 31, 2025, the Company ~~designated~~had 50accrued ~~shares~~dividends aspayable related to the Series DB Preferred Stock ~~and~~of ~~had~~approximately 0$1.7 ~~shares~~million ofand ~~Series~~$1.6 Dmillion, ~~Preferred~~respectively, ~~Stock~~which ~~issued~~are ~~and~~included ~~outstanding~~in onaccrued asdividend ofpayable ~~September~~on ~~30,~~the ~~2025~~condensed ~~and~~consolidated ~~December~~balance ~~31, 2024~~sheets.

~~On July 15, 2022, the Company designated 50 shares as~~ Series EC Preferred Stock ~~and had 0 shares of Series E Preferred Stock issued and outstanding on September 30, 2025 and December 31, 2024.~~

On ~~November~~January 285, ~~2022~~2021, the Company designated 275,~~333~~000 shares as Series FC Preferred Stock. As of March 31, 2026 and ~~had~~December 031, 2025, no shares of Series FC Preferred Stock were issued and outstanding ~~on September 30, 2025 and December 31, 2024~~.

~~-21-~~Series D Preferred Stock

On July 15, 2022, the Company designated 150 shares as Series D Preferred Stock. As of March 31, 2026 and December 31, 2025, no shares of Series D Preferred Stock were issued and outstanding.

Series E Preferred Stock

On July 15, 2022, the Company designated 150 shares as Series E Preferred Stock. As of March 31, 2026 and December 31, 2025, no shares of Series E Preferred Stock were issued and outstanding.

Series F Preferred Stock

On November 28, 2022, the Company designated 7,000 shares as Series F Preferred Stock. As of March 31, 2026 and December 31, 2025, no shares of Series F Preferred Stock were issued and outstanding.

Series H Preferred Stock

On September 30, 2025, the Company designated 38,801.546 shares of Series H Non-Voting Convertible Preferred Stock. As of March 31, 2026 and December 31, 2025, 38,801.546 shares of Series H Preferred Stock were issued and outstanding.

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On September 30, 2025, the Company designated 38,801.546 shares of Series H Non-Voting Convertible Preferred Stock. As of September 30, 2025 and December 31, 2024, 28,604.5 and 0 shares of Series H Preferred Stock were issued and outstanding, respectively. Each share of Series H Preferred Stock has a liquidation preference of $618.53 per share, resulting in an aggregate liquidation preference of approximately $24.0 million as of ~~September~~March 3031, ~~2025~~2026. ~~The Series H Preferred Stock was issued to the shareholders of Grid AI Corp. as part of the consideration for the acquisition of Grid AI Corp. (See Note 3).~~

AsThe ofSeries ~~September~~H ~~30,~~Preferred ~~2025,~~Stock ~~the~~was ~~aggregate~~issued ~~liquidation~~to ~~preference~~the shareholders of ~~the~~Grid ~~Company’s~~AI ~~outstanding~~Corp. ~~preferred~~as ~~stock~~part ~~consisted~~ of ~~approximately~~the ~~$61.7~~consideration ~~million~~ for ~~Series~~the Gacquisition ~~Preferred~~of ~~Stock~~Grid ~~and~~AI ~~$24~~Corp.0 ~~million~~(See ~~for~~Note ~~Series H Preferred Stock~~3).

The Series H Preferred Stock is convertible into shares of the Company’s common stock, subject to stockholder approval, achievement of defined milestone events relating to the business of AMPX and certain beneficial ownership limitations. Following stockholder approval, each share is convertible at a stated conversion ratio, initially 1-for-1,000, subject to adjustment, and issuable in multiple tranches upon achievement of defined milestone events relating to the business of AMPX.

The Series H Preferred Stock does not have voting rights, except as required by law or as otherwise provided in the applicable Certificate of Designation, and is not redeemable.

As of and through March 31, 2026, no shares of Series H Preferred Stock had been converted into common stock.

Mezzanine Equity

Series G Preferred Stock

~~The~~As ~~Company~~of ~~had~~March 1231,~~373.226~~ 2026 and 12December 31,~~373~~ 2025, the Company had 595.~~226~~81 shares of Series G ~~stock~~Convertible Preferred Stock issued and outstanding, onrepresenting ~~September~~a ~~30,~~stated ~~2025~~value ~~and~~of ~~December~~approximately ~~31,~~$3.9 ~~2024, respectively~~million.

On March 13, 2024, the Company issued 12,373.226 shares of Series G Convertible Preferred ~~stock~~Stock in connection with the IMGX ~~Merger~~merger. ~~The following is a summary of the principal terms of the Series G Preferred Stock as set forth in the Certificate of Designation of the Series G Preferred Stock:~~

~~General;~~On ~~Transferability.~~December ~~Share~~31, of2025, ~~Series~~the GCompany ~~Preferred~~completed ~~Stock was issued in book-entry form at~~ the ~~time~~rescission of ~~designation~~the ~~and~~IMGX ~~initial~~transaction ~~issuance~~pursuant into ~~2022.~~the ~~The~~Rescission ~~Series G Preferred Stock is uncertificated~~Agreement, ~~meaning~~as noamended. ~~physical~~In ~~certificates~~connection ~~are~~with ~~issued and ownership is recorded electronically on~~ the ~~Company’s~~rescission, ~~books and records~~11,777.416 ~~Shares~~shares of Series G Convertible Preferred Stock ~~may~~issued bein ~~transferred~~connection bywith the ~~holders~~IMGX ~~thereof~~merger ~~without~~were ~~the~~cancelled ~~consent~~and ofreturned ~~the Company, subject~~ to ~~applicable securities law restrictions and compliance with~~ the Company~~’s transfer agent procedures~~.

~~Conversion.~~ Following stockholder approval ~~of the conversion of the Series G Preferred Stock into Common Stock in accordance with the listing rules of the Nasdaq Stock Market (the “Conversion”)~~, each share of Series G Preferred Stock ~~will~~is ~~automatically~~convertible ~~convert~~ into ~~333.33 shares of Common Stock~~1,000 ~~subject to certain limitations, including that a holder of Series G Preferred Stock is prohibited from converting~~ shares of ~~Series~~the GCompany’s ~~Preferred~~common ~~Stock into shares of Common Stock if~~stock, assubject ~~a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (~~to becertain ~~established~~beneficial byownership ~~the holder between 4~~limitations.~~9% and 19.9%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion.~~

The Series G Preferred Stock is ~~redeemable~~classified ~~for~~as ~~cash~~mezzanine atequity ~~the~~because ~~option of~~ the ~~holder~~shares ~~thereof~~may atbecome ~~any~~redeemable ~~time~~for ~~following~~cash the date that is six months after the initial issuance of the Series G Preferred Stock (without regard to the lack of obtaining the requisite stockholder approval to convert the Series G Preferred Stock into Common Stock), at ~~a price per share equal to~~ the ~~then-current~~option ~~fair value~~ of the ~~Series~~holder Gupon ~~Preferred Stock, which shall be~~ the ~~last~~occurrence ~~reported closing sale price~~ of ~~the~~certain ~~Company’s~~events ~~Common~~outside ~~Stock as reported on~~ the ~~Nasdaq~~control ~~Stock Market as~~ of the ~~trading day immediately prior to the conversion event~~Company. ~~As such, Series G Preferred Stock is classified as Mezzanine Equity on the balance sheet.~~

~~Voting~~Holders ~~Rights. Except as otherwise required by law, the Series G Preferred Stock does not have voting rights. However, as long as any shares~~ of Series G Preferred Stock are ~~outstanding,~~entitled the Company will not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series G Preferred Stock, (i) alter or change adversely the powers, preferences or rights given to ~~the~~receive ~~Series~~dividends Gon ~~Preferred~~an Stock or alter or amend the Certificate of Designation, amend or repeal any provision of, or add any provision to, the Charter 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, in each case as-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 G Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Charter or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, (ii) issue further shares of Series G Preferred Stock, (iii) prior to the earlier of stockholder approval of the Conversion or the six-~~month~~converted ~~anniversary~~basis ofconsistent ~~issuance, consummate either: (A) any Fundamental Transaction (as in the Certificate of Designation) or (B) any stock sale to, or any merger, consolidation or other business combination of the Company~~ with ordividends ~~into,~~declared ~~another~~on ~~entity~~shares ~~in which the stockholders~~ of ~~the~~common ~~Company immediately before such transaction do not hold at least a majority of the capital~~ stock ~~of the Company immediately after such transaction, or (iv) enter into any agreement with respect to any of the foregoing~~.

~~Liquidation~~August ~~Preference.~~2025 ~~The~~Reverse ~~Series G Preferred~~ Stock ~~does not have a preference upon any liquidation, dissolution or winding-up of the Company.~~Split

On August 18, 2025, the Company effected a reverse stock split of its issued and outstanding common stock at a ratio of 1-22for-3. As a result of the reverse stock split, every three shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock, without any change to the par value per share or the number of authorized shares. The reverse stock split proportionately adjusted the number of shares underlying the Company’s outstanding warrants and pre-funded warrants, and the corresponding exercise prices of such warrants were adjusted in accordance with their terms.

September 2025 Registered Direct Offering

During September 2025, the Company completed a registered direct offering consisting of shares of common stock, pre-funded warrants and common warrants. The Company received gross proceeds of approximately $3.0 million, before placement agent fees and offering expenses.

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~~Dividend Rights. Holders of Series G Preferred Stock are entitled to receive dividends on shares of Series G Preferred Stock equal to, on an as~~Pre-~~if-converted-to-Common-Stock~~Funded ~~basis,~~Warrant ~~and in the same form as dividends actually paid on shares of the Common Stock.~~Exercises

~~Redemption.~~During ~~The~~the ~~Series~~year Gended ~~Preferred~~December ~~Stock~~31, is2025 ~~redeemable~~and ~~for cash at~~ the ~~option~~three ofmonths ~~the~~ended ~~holder~~March ~~any~~31, ~~time~~2026, ~~beginning~~holders ~~six~~exercised ~~months after issuance~~262,617 atpre-funded awarrants ~~price~~to ~~per~~purchase ~~share~~shares ~~equal~~of to the ~~then-current~~Company’s ~~fair~~common ~~value~~stock. ~~and~~The isrelated ~~not~~issuances ~~redeemable~~of atcommon ~~the~~stock ~~option~~were ofrecorded ~~the~~within ~~Company~~stockholders’ equity.

Trading Market. There is no established trading market for any of the Series G Preferred Stock, and we do not expect a market to develop. We do not intend to apply for a listing for any of the Series G Preferred Stock on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Series G Preferred Stock will be limited.

At The Market Agreement with H.C. Wainwright

On May 26, 2021, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), as sales agent, pursuant to which the Company may issue and sell, from time to time, through Wainwright, shares of its Common Stock, and pursuant to which Wainwright may sell its Common Stock by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company will pay Wainwright a commission of 3.0% of the aggregate gross proceeds from each sale of Common Stock. The Company has not made any sales of common stock under the ATM Agreement to date. As of May 24, 2022, the Company was authorized to offer and sell up to $8.0 million of its Common Stock pursuant to the ATM Agreement. The Company did not utilize the ATM Agreement during the nine months ended September 30, 2025 or the year ended December 31, 2024.

July 2024 Inducement Offering

On July 10, 2024, the Company entered into a warrant exercise inducement offer letter (the “Inducement Letter”) with a holder (the “Holder”) of warrants to purchase shares of the Company’s common stock (the “Existing Warrants”) pursuant to which the Holder agreed to exercise for cash their Existing Warrants to purchase 587,558 shares of the Company’s common stock (the “Existing Warrant Shares”), in the aggregate, at a reduced exercised price of $1.09 per share, in exchange for the Company’s agreement to issue new warrants (the “Inducement Warrants”) on substantially the same terms as the Existing Warrants as described below, to purchase up to 1,175,116 shares of the Company’s common stock (the “Inducement Warrant Shares”). The Inducement Warrants will be exercisable upon the receipt of stockholder approval and may be exercised until the fifth anniversary of the date on which such stockholder approval is obtained. The Company received aggregate gross proceeds of approximately $1.9 million from the exercise of the Existing Warrants by the Holder and the sale of the Inducement Warrants. The Company engaged Roth Capital Partners, LLC (“Roth”) to act as its financial advisor in connection with the transactions summarized above and paid Roth approximately $0.1 million for its services, in addition to reimbursement for certain expenses.

May 2024 Registered Direct Offering

On May 14, 2024, the Company completed a Registered Direct Offering (the “May 2024 Offering”) priced at market under Nasdaq rules, for an aggregate of (i) 91,667 shares of Common Stock, (ii) pre-funded warrants (the “May 2024 Pre-Funded Warrants”) to purchase up to an aggregate of 30,033 shares of Common Stock and (iii) common warrants (the “May 2024 Warrants”) to purchase up to an aggregate of 244,000 shares of Common Stock. The public offering price for each share of Common Stock and accompanying May 2024 Warrant to purchase one share of Common Stock was $8.85 per share. The May 2024 Pre-Funded Warrants have an exercise price of $0.0003 per share, are exercisable immediately and will expire when exercised in full. The May 2024 Warrants have an exercise price of $8.10 per share, are exercisable immediately and will expire six years from the initial exercise date.

The Company received gross proceeds of approximately $1.1 million less placement agent’s fees and other offering expenses of approximately $0.2 million.

March 2024 Registered Direct Offering

On March 6, 2024, the Company completed a Registered Direct Offering (the “March 2024 Offering”) priced at market under Nasdaq rules, for an aggregate of (i) 57,700 shares of Common Stock, (ii) pre-funded warrants (the “March 2024 Pre-Funded Warrants”) to purchase up to an aggregate of 117,508 shares of Common Stock and (iii) common warrants (the “March 2024 Warrants”) to purchase up to an aggregate of 175,208 shares of Common Stock. The public offering price for each share of Common Stock and accompanying March 2024 Warrant to purchase one share of Common Stock was $22.83 per share. The March 2024 Pre-Funded Warrants have an exercise price of $0.0003 per share, are exercisable immediately and will expire when exercised in full. The March 2024 Warrants have

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an exercise price of $22.44 per share, are exercisable immediately and will expire five years from the initial exercise date. The Company received gross proceeds of approximately $4.0 million less placement agent’s fees and other offering expenses of approximately $0.4 million.

Common Stock Issuances

~~Issuances~~During ~~for~~ the ~~Three~~three ~~Months~~months ~~Ended~~ended ~~September~~March 3031, ~~2025~~2026, warrants and pre-funded warrants to purchase an aggregate of 1,429,118 shares of common stock were exercised. Of this amount, 262,617 shares related to the exercise of pre-funded warrants.

~~During~~Common ~~the~~warrant ~~three~~exercises ~~months~~during ~~ended September 30, 2025,~~ the ~~Company~~period ~~issued~~resulted anin ~~aggregate~~cash ofproceeds ~~534,223 shares~~ of ~~Common~~approximately ~~Stock~~$454,628 ~~upon~~and the ~~exercise~~settlement of ~~pre-funded~~outstanding ~~warrants~~promissory ~~issued~~note atobligations aof ~~par~~approximately ~~value~~$653,303 ofthrough ~~$0.0001~~cancellation ~~(See~~of ~~Note~~such ~~11)~~notes.

During the three months ended ~~September~~March 3031, ~~2025~~2026, the Company issued an aggregate of ~~424~~410,~~348~~000 shares of ~~Common~~common ~~Stock~~stock toin ~~the~~connection ~~shareholders~~with ~~of Grid AI Corp. as consideration for~~ the ~~acquisition~~vesting of ~~Grid~~restricted AIstock ~~Corp.~~units ~~(See~~and ~~Note~~equity 3)compensation arrangements.

~~Issuances~~During ~~for~~the three months ended March 31, 2026 the ~~Nine~~Company ~~Months~~issue ~~Ended~~an ~~September~~aggregate 30of 45,000 ~~2025~~shares in exchange for services rendered.

During the ~~nine~~three months ended ~~September~~March 3031, 2025, the Company issued an aggregate of 3,897 shares of ~~Common~~common ~~Stock~~stock ~~upon~~in connection with the vesting of ~~RSUs~~restricted ~~(See~~stock ~~Note 11)~~units.

~~During~~In ~~the~~addition, ~~nine~~certain ~~months~~warrant ~~ended~~exercises ~~September~~during ~~30, 2025,~~ the ~~Company~~period ~~issued~~resulted anin ~~aggregate~~shareholder receivables of ~~534~~approximately $163,~~223~~500 ~~shares~~as of ~~Common~~March ~~Stock~~31, ~~upon~~2026, ~~the~~representing ~~exercise~~amounts ofdue ~~pre-funded~~to ~~warrants~~the Company for shares issued atin aconnection ~~par~~with ~~value~~warrant ofexercises ~~$0.0001~~that ~~(See~~had ~~Note~~not ~~10)~~yet been settled in cash as of period end.

~~Issuances~~The ~~for~~Company ~~the~~had 6,108,264 shares ~~Three~~of ~~Months~~common ~~Ended~~stock ~~September~~issued 30and outstanding as of March 31, ~~2024~~2026.

During the three months ended September 30, 2024, the Company issued 587,558 shares of Common Stock under the July 2024 Inducement Offering for which the Company received net proceeds of approximately $1.7 million.

During the three months ended September 30, 2024, the Company issued an aggregate of 12,727 shares of Common Stock upon the vesting of RSUs (See Note 11).

Issuances for the Nine Months Ended September 30, 2024

During the nine months ended September 30, 2024, the Company issued 57,700 and 91,667 shares of Common Stock under the March 2024 Offering and May 2024 Offering, respectively, for which the Company received net proceeds of approximately $4.5 million.

During the nine months ended September 30, 2024, the Company issued 587,558 shares of Common Stock under the July 2024 Inducement Offering for which the Company received net proceeds of approximately $1.7 million.

During the nine months ended September 30, 2024, the Company issued an aggregate of 12,277 shares of Common Stock with a value of $2.3 million in connection with the IMGX acquisition.

During the nine months ended September 30, 2024, the Company issued an aggregate of 6,158 shares of Common Stock with a value of $0.1 million to its financial advisors in connection with the IMGX acquisition.

During the nine months ended September 30, 2024, the Company issued an aggregate of 147,842 shares of Common Stock upon the exercise of pre-funded warrants issued at a par value of $0.0003 (See Note 10).

During the nine months ended September 30, 2024, the Company issued an aggregate of 9 shares of Common Stock upon the exchange of an aggregate of 10 shares of Series B Preferred Stock with a stated value of approximately $234,376 plus accrued dividends of approximately $70,429.

During the nine months ended September 30, 2024, the Company issued an aggregate of 116,667 shares of its Common Stock to consultants with a grant date fair value of approximately $1,541,995 for investor relations services provided, which was recorded as stock-based compensation and included as part of general and administrative expense.

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During the nine months ended September 30, 2024, the Company issued an aggregate of 40,445 shares of Common Stock upon the vesting of RSUs (See Note 11).

Note 10 – Warrants

Warrant activity for the nine months ended September 30, 2025 and September 30, 2024 was as follows:


		Weighted		Weighted
		Average		Average
	Number of	Exercise Price		Remaining
	Warrants	Per Share		Term in Years
Warrants outstanding and exercisable on January 1, 2025	1,642,544	$	20.94	4.71
Issued during the period	4,945,340		0.81	4.86
Expired during the period	(52)		96,627.31	—
Exercised during the period	(534,223)		0.81	4.86
Warrants outstanding and exercisable on September 30, 2025	6,053,609	$	4.28	4.62

Warrants outstanding and exercisable on January 1, 2024	593,260	$	57.87	4.99
Issued during the period	1,742,166		5.61	4.85
Assumed from IMGX	42,560		10.44	8.47
Expired during the period	(1)		157,500.00	—
Exercised during the period	(735,400)		11.97	8.58
Warrants outstanding and exercisable on September 30, 2024	1,642,585	$	21.63	4.96

Note 11 – Warrants

Warrant activity for the three months ended March 31, 2026 and 2025 was as follows:

As of September 30, 2025, the outstanding warrants expire from 2025 through 2033.


				Weighted			Weighted
				Average			Average
		Number of		Exercise Price			Remaining
		Warrants		Per Share			Term in Years
Warrants outstanding and exercisable on January 1, 2026		5,190,571		$	5.09		4.37
Issued during the period		303,696			2.50		4.91
Cancelled during the period		—			—		—
Expired during the period		(6)			145,555		—
Exercised during the period		(1,429,118)			0.82		—
Warrants outstanding and exercisable on March 31, 2026		4,065,143		$	6.39		4.06

Warrants outstanding and exercisable on January 1, 2025		1,642,571		$	20.94		4.71
Issued during the period		—			—		—
Expired during the period		(8)			150,323.49		—
Exercised during the period		—			—		—
Warrants outstanding and exercisable on March 31, 2025		1,642,563		$	6.75		4.46

~~During the nine months ended September 30, 2025, investors exercised pre~~-~~funded warrants to purchase 534,223 shares of the Company’s Common Stock and common stock warrants to purchase 534,252 shares of the Company’s Common Stock in connection with previous offerings.~~21-

During the nine months ended September 30, 2024, the Company issued warrants to purchase 525,625 shares of the Company’s Common Stock and pre-funded warrants to purchase 352,525 shares of the Company’s Common Stock in connection with the March 2024 Offering, warrants to purchase 732,000 shares of the Company’s Common Stock and pre-funded warrants to purchase 91,000 shares of the Company’s Common Stock in connection with the May 2024 Offering, and warrants to purchase 3,525,348 shares of the Company’s Common Stock in connection with the July Inducement Offering (See Note 9). Additionally, the Company assumed warrants to purchase 127,680 shares of the Company’s Common Stock in connection with the IMGX acquisition.

During the nine months ended September 30, 2024, an investor exercised pre-funded warrants to purchase 443,525 shares of the Company’s Common Stock and common stock warrants to purchase 1,762,674 shares of the Company’s Common Stock in connection with previous offerings.

Note 11 – Equity Incentive Plan

The Company’s Board and stockholders adopted and approved the Amended and Restated 2014 Omnibus Equity Incentive Plan (the “2014 Plan”), which took effect on May 12, 2014. The Company’s Board and stockholders adopted and approved the 2020 Omnibus Equity Incentive Plan (the “2020 Plan”), which took effect on September 11, 2020. From the adoption and approval of the 2020 Plan, no new awards have been or will be made under the 2014 Plan.

The 2020 Plan allows for the issuance of securities, including stock options to employees, Board members and consultants. The initial number of shares of Common Stock available for issuance under the 2020 Plan was 238 shares, which will, on January 1 of each calendar year, unless the Board decides otherwise, automatically increase to equal ten percent (10)% of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding calendar year, calculated on an As Converted Basis. As Converted Shares include all outstanding shares of Common Stock and all shares of Common Stock issuable upon the conversion of outstanding preferred stock, warrants and other convertible securities, but will not include any shares of Common Stock issuable upon the exercise of options and other convertible securities issued pursuant to either the 2014 Plan, the 2020 Plan, or the IMGX Plan. The number of shares permitted to be issued as “incentive stock options” (“ISOs”) is 357 under the 2020 Plan.

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OnDuring ~~March~~the ~~13,~~three ~~2024,~~months inended ~~connection~~March ~~with~~31, ~~the IMGX acquisition~~2026, the Company ~~assumed~~issued ~~the~~warrants ~~IMGX Plan, including all 200,652 IMGX stock options immediately outstanding prior~~ to ~~the~~purchase ~~IMGX acquisition, with each becoming~~ an ~~option~~aggregate toof ~~purchase Common Stock~~303,696 ~~subject~~shares toof ~~adjustment.~~common ~~Such~~ stock ~~options~~in ~~were~~connection ~~the~~with ~~only~~promissory ~~awards~~note ~~that~~financing ~~had been made under the IMGX Plan as of the closing of the IMGX acquisition~~transactions. The ~~IMGX~~warrants ~~Plan~~have ~~was~~an ~~adopted~~exercise ~~and~~price ~~approved by the board~~ of ~~directors and stockholders of IMGX in 2021~~$2.50 ~~Following~~per ~~the assumption of the IMGX Plan by the Company, no new awards have been or will be made under the IMGX Plan~~share.

AsThe ofweighted-average ~~September~~grant ~~30,~~date ~~2025,~~fair ~~there~~value ~~were an aggregate~~ of 73warrants ~~total~~granted ~~shares~~during ~~available~~the ~~(but~~three ~~un-issuable)~~months ~~under~~ended ~~the~~March ~~2014 Plan~~31, of2026 ~~which~~was 9approximately ~~are~~$1.69 ~~issued~~per ~~and~~warrant. ~~outstanding,~~No ~~and~~warrants 4were ~~shares~~granted ~~are~~during ~~reserved~~the ~~subject~~three tomonths ~~issuance~~ended ofMarch ~~restricted~~31, ~~stock and RSUs~~2025.

AsThe ofgrant ~~September~~date ~~30,~~fair ~~2025,~~values ~~817,644~~of ~~total~~the ~~shares~~warrants ~~were~~issued ~~authorized~~during ~~under~~ the ~~2020~~three ~~Plan,~~months ofended ~~which~~March 5031,~~274~~ 2026 were ~~issued~~calculated ~~and~~using ~~outstanding~~the ~~and~~Black-Scholes ~~767,370~~option ~~shares~~pricing ~~were~~model ~~available~~with ~~for~~the ~~potential~~following ~~issuances.~~assumptions:

As of January 1, 2025, the number of shares of Common Stock available for issuance under the 2020 Plan automatically increased to 969,356 under the 2020 Plan’s evergreen provision.

During the nine months ended September 30, 2025 and 2024, stock option activity under the 2014 Plan, 2020 Plan, and IMGX 2021 Plan was as follows:


	2026		~~Average~~		~~Remaining~~
	Number		Exercise		Contract	Intrinsic
Expected life (in years)	4.66
	of Shares		Price		Life (Years)	Value
Volatility	116% – 118	%
Outstanding at January 1, 2025	29,950		$	8,181.66	7.06	$	—
Risk-free interest rate	3.90-4.28	%
Expired	(27,194)		$	227.07	—		—
Dividend yield	0	%
Assumed from IMGX	—			—	—		—
Outstanding at September 30, 2025	2,756		$	39,125.16	7.01	$	—
Exercisable at September 30, 2025	2,756		$	39,125.16	7.01	$	—

			Average		Remaining
	Number		Exercise		Contract	Intrinsic
	of Shares		Price		Life (Years)	Value
Outstanding at January 1, 2024	142		$	18,311.43	8.53	$	—
Expired	(5)			56,162.40	—		—
Assumed from ImmunogenX	66,884			2.43	7.05		—
Outstanding at September 30, 2024	67,021		$	36.03	7.05	$	—
Exercisable at September 30, 2024	67,021		$	35.22	7.05	$	—

~~There were no grant of options during the nine months ended September 30, 2025 by the Company.~~ During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2026, ~~the~~warrants ~~Company assumed fully vested options~~ to purchase 661,~~884~~429,118 shares of ~~the~~common ~~Company’s~~stock ~~Common~~were ~~Stock~~exercised. No warrants were issued ~~under~~during the ~~IMGX~~three ~~2021~~months ~~Plan~~ended March 31, 2025.

~~For~~The ~~the~~outstanding ~~nine~~warrants ~~months~~expire ~~ended~~from ~~September~~2026 ~~30,~~through ~~2025 and 2024, the fair value of each option grant has been estimated on the date of grant using the Black-Scholes Option Pricing Model with the following weighted-average assumptions:~~2033.


	2025		2024
Contractual term (in years)	—		7.6
Expected Volatility	—	%	110.35	%
Risk-free interest rate	—	%	4.20	%
Expected Dividend yield	—	%	0	%

Note 12 – Equity Incentive Plan

The Company’s Board of Directors and stockholders adopted and approved the Amended and Restated 2014 Omnibus Equity Incentive Plan (the “2014 Plan”), which became effective on May 12, 2014. The Company’s Board of Directors and stockholders also adopted and approved the 2020 Omnibus Equity Incentive Plan (the “2020 Plan”), which became effective on September 11, 2020. Following the adoption of the 2020 Plan, no new awards have been or will be granted under the 2014 Plan.

The 2020 Plan provides for the issuance of equity-based awards, including stock options and restricted stock units, to employees, directors and consultants. As of January 1, 2026, the number of shares of common stock available for issuance under the 2020 Plan automatically increased to 941,100 shares pursuant to the evergreen provision of the plan.

The following table summarizes the Company’s stock option activity:

Using the Black-Scholes Option Pricing Model, the estimated weighted average fair value of an option to purchase one share of common stock assumed during the nine months ended September 30, 2024 was $18.96.


				Weighted			Remaining
				Average			Contract
		Number		Exercise			Life		Intrinsic
		of Shares		Price			(Years)		Value
Outstanding as of January 1, 2026		136		$	39,125.17		5.54		$	—
Granted		—			—		—			—
Exercised		—			—		—			—
Expired		—			—		—			—
Cancelled		—			—		—			—
Outstanding as of March 31, 2026		136		$	—		—			—
Exercisable as of March 31, 2026		136		$	39,125.17		5.54		$	—

Outstanding as of January 1, 2025		29,950		$	8,181.66		—		$	—
Acquired from IMGX		—			—		—			—
Expired		(27,191)			223.80		—			—
Outstanding as of March 31, 2025		2,759			37,875.21		5.67			—
Exercisable as of March 31, 2025		2,759		$	37,875.21		5.67		$	—

~~Restricted Stock and Restricted Stock Units~~

~~Restricted~~There ~~stock~~were ~~refers~~no togrants ~~shares~~ of ~~Common~~stock ~~Stock~~options ~~subject~~during tothe ~~vesting~~three ~~based~~months onended ~~certain~~March ~~service~~31, ~~performance,~~2026 ~~and~~or ~~market conditions~~2025. ~~Restricted stock units (“RSUs”) refer to an award which constitutes a promise to grant shares of Common Stock at the end of a specified restriction period.~~

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AsRestricted ~~of each September 30, 2025 and September 30, 2024, under the 2014 Plan, the Company had 1 shares of restricted stock outstanding and an aggregate unrecognized restricted Common~~ Stock ~~expense of approximately $269,500, which will be recognized when vesting of certain milestones become probable.~~Units

~~During~~Restricted stock unit awards (“RSUs”) represent the ~~nine~~right ~~months~~to ~~ended~~receive ~~September~~shares ~~30,~~of ~~2025~~the ~~and~~Company’s ~~2024,~~common ~~RSU~~stock ~~activity~~upon satisfaction of applicable vesting conditions under the Company’s 2020 ~~Plan~~Omnibus ~~was~~Equity asIncentive ~~follows:~~Plan.

RSU activity for the three months ended March 31, 2026 was as follows:


		Weighted-~~Average~~		Weighted-Average
	~~Number~~	~~Grant Date~~Average		Remaining ~~Recognition~~
	~~of Shares~~Number	~~Fair~~Grant ~~Value~~Date		~~Period (Years)~~Recognition
Non-vested Outstanding at January 1, 2025	1,667	$	11.88	2.24
	of Shares	Fair Value		Period (Years)
Awarded	—		—	—
Non-vested Outstanding at December 31, 2025	160,000	$	2.33	—
Vested	—		—	—
Awarded	250,000		2.33	—
Cancelled	(1,667)		11.88	—
Vested	(410,000)		—	—
Non-vested Outstanding at September 30, 2025	—	$	—	—
Non-vested Outstanding at March 31, 2026	—	$	—	—

Non-vested Outstanding at January 1, 2024	17,424	$	12.93	9.96
Non-vested Outstanding at December 31, 2024	1,667	$	11.88	2.24
Awarded	~~50,140~~—		~~10.71~~—	—
Vested	~~(44,467)~~—		~~11.73~~—	—
Cancelled	(171,~~408~~667)	$	911.9688	—
Non-vested Outstanding at September 30, 2024	5,689	$	11.58	0.85
Non-vested Outstanding at March 31, 2025	—	$	—	—

During the ~~nine~~three months ended ~~September~~March 3031, ~~2025 and September 30~~2026, ~~2024,~~ the Board approved the grant of ~~0 and 50~~225,~~140~~000 RSUs, ~~respectively. All grants of RSUs were~~ pursuant to the 2020 Plan ~~and vest quarterly over a one-year period~~. During the ~~nine months ended September 30~~period, ~~2024~~385,000 ~~44,467~~ RSUs vested, ofresulting ~~which~~in ~~4,022~~no ~~were~~non-vested ~~issued~~RSUs inoutstanding ~~October~~as ~~2024~~of March 31, 2026.

Stock - ~~based~~Based Compensation Expense

The total stock-based compensation expense ~~for~~recognized ~~employees and non-employees is included~~ in the ~~accompanying~~ condensed consolidated statements of operations ~~and~~was as follows:


	Three ~~Months~~months ~~Ended~~ended ~~September~~March 3031,				~~Nine Months Ended September 30,~~
	~~2025~~2026		~~2024~~2025		~~2025~~		~~2024~~
Research and development	$	—	$	~~9,550~~—	$	—	$	~~60,045~~
General and administrative		—582,501		~~174,096~~—		—		~~526,851~~
Total stock-based compensation expense	$	—582,501	$	~~183,646~~—	$	—	$	~~586,896~~

As of ~~September~~March 3031, ~~2024~~2026, the Company had no material unrecognized stock-based compensation expense related to outstanding stock options ~~and~~or ~~RSUs~~restricted ~~of approximately $78,000. Approximately $61,000 of this unrecognized expense will be recognized over the average remaining vesting term of the~~ stock ~~awards of 0~~units.85 years. Approximately $17,000 of this unrecognized expense will vest upon achieving certain clinical and/or corporate milestones. The Company will recognize the expense related to these milestones when the milestones become probable. Stock-based compensation related to IMGX for the three and nine months ended September 30, 2024 of approximately $6,000 and $19,000, respectively, is included in discontinued operations on the statement of operations. There was none for 2025.

Note 13 – Agreements

Note 12 – Agreements

License Agreement with Sanofi

On September 13, 2023, the Company entered into a License Agreement with Sanofi, pursuant to which the Company ~~received~~obtained ~~a license to obtain~~ certain exclusive worldwide rights to develop and commercialize Capeserod, ~~a selective 5-HT4 receptor partial agonist which the Company intended to repurpose and develop~~ for gastrointestinal indications.

~~The~~Under the terms of the agreement, the Company paid Sanofi an upfront payment of $500,000 in October 2023. ~~and~~The ~~Sanofi~~agreement ~~was~~also ~~eligible~~included ~~to receive up to $46.0 million in~~ potential development, ~~and~~ regulatory ~~milestone payments~~ and ~~up to $235.0 million in potential~~ commercial milestone payments~~. Sanofi was also eligible to receive mid-to-high single-digit royalties on net sales~~, as well as aroyalty ~~percentage~~obligations ofbased ~~sublicense~~on ~~and~~future ~~transfer~~net ~~revenues with respect to Capeserod~~sales. ~~Sanofi also had a right of first refusal with respect to Capeserod out-licensing transactions.~~

~~-27-~~The upfront payment was recorded as research and development expense during the year ended December 31, 2023.

On February 26, 2025, the Company provided notice of termination to Sanofi. The License Agreement was terminated effective February 2025 and no additional payments were due to Sanofi.

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~~The~~Note 14 – upfront payment of $500,000 was recorded as research and development expense in the year ended December 31, 2023. Depending on the status of development at the time a contingent payment is recognized, the Company may determine that the payment should be expensed as research and development or be capitalized as an intangible asset. This determination will be based on the facts and circumstances that exist at the time a contingent payment is recognized.Leases

The ~~License~~Company ~~Agreement~~previously ~~was~~leased tooffice ~~expire~~space onconsisting ~~a country-by-country basis upon the later~~ of: ~~(i)~~approximately ~~the expiration of the last to expire valid claim of an applicable patent in such country covering such licensed product~~3,472 ~~(ii)~~square ~~the~~feet ~~expiration of the regulatory exclusivity for such licensed product~~ in ~~the~~Boca applicable country and (iii) the tenth anniversary of the date of first commercial sale of a licensed product in such country. Each party may terminate the License Agreement if the other party materially breaches its obligations under the License Agreement and fails to cure such material breach within 60 days from the date of such notice of breachRaton, ~~except in the case of payment breach~~Florida, ~~as to~~ which ~~the~~served ~~breaching~~as ~~party~~its ~~will~~corporate ~~have only a ten-day cure period~~headquarters. ~~Sanofi may terminate the License Agreement upon any bankruptcy proceedings by the Company.~~ The ~~Company~~lease ~~may~~was ~~terminate~~originally ~~the~~scheduled ~~License Agreement by providing Sanofi with at least 60 days prior written notice; provided, however, that Sanofi shall be entitled~~ to ~~any~~expire ~~and~~on ~~all~~August ~~payments due and owed to Sanofi prior to the effective date of termination. On February 26~~31, ~~2025, the Company provided notice to Sanofi to terminate the License Agreement~~2026. ~~No payments are due to Sanofi and the Company terminated it’s agreement effective in February 2025.~~

~~Note 13 –~~During ~~Leases~~2025, the Company ceased use of the leased premises and defaulted under the lease arrangement. In connection with the default, the Company fully impaired the related right-of-use (“ROU”) asset and continued to recognize the associated lease liability.

OnAs of March 2031, ~~2025~~2026, the Company ~~received~~had ~~notice~~an ~~that~~operating ~~it’s~~ lease ~~for~~liability ~~the office space~~ of 3,472 square feet in Boca Raton, Florida that was used for its corporate headquarters with a term through August 31, 2026, was in default. The Company no longer has rights to the premises. Lease expenses amounted to approximately $35135,~~000 for the nine months ended September 30, 2025~~609.

The ~~weighted-average~~default ~~remaining~~was ~~lease~~accounted ~~term~~for ~~and~~in ~~weighted-average~~accordance ~~discount~~with ~~rate~~ASC ~~under~~842 ~~operating~~and ~~leases~~resulted ~~are~~in:

●

a decrease in ROU assets of approximately $108,759

●

recognition of additional accrued obligations of approximately $236,511

As of March 31, 2026, the weighted-average remaining lease term and weighted-average discount rate under operating leases were as follows:


	~~September~~March 3031,		~~September 30,~~
	~~2025~~2026		~~2024~~
Lease term and discount rate
Weighted-average remaining lease term (years)	0.97		~~1.9~~
Weighted-average discount rate	7.00	%	~~7.00~~	%

AsFuture aminimum ~~result~~lease ofpayments ~~the~~under ~~default, the Company fully impaired the related the Right~~non-~~of-Use~~cancelable ~~(ROU)~~operating ~~asset.~~leases ~~The carrying amounts of lease liability, which was moved to current~~ as of ~~September~~March 3031, ~~2025~~2026 were as follows:


Lease Liability	$	135,609
Year	Amount
2026	$	149,381
Total lease payments	$	149,381
Less: imputed interest	$	(13,772)
Present value of lease liabilities	$	135,609

~~The~~In ~~impairment~~connection ofwith the ~~right~~lease ~~of use asset was $108~~default,~~759,~~ ~~which is included in~~ the ~~income~~Company ~~statement under “Other Expenses.” Additionally, an accrual of $100,902 has been made to cover outstanding payments and penalties.~~recognized:

~~The~~● ~~default~~a ~~was~~decrease ~~accounted for~~ in ~~accordance~~ROU ~~with~~assets ~~ASC~~of ~~842,~~approximately ~~resulting in the following impact on the financial statements:~~$108,759

●

lease liabilities of approximately $135,609

●

additional accrued obligations of approximately $236,511 related to remaining payments, settlement costs and penalties

The Company recognized a loss on lease termination of approximately $199,724, which was included in other expense during the year ended December 31, 2025.

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Note 15 – Debt

The debt balances presented on the condensed consolidated balance sheets as of March 31, 2026 consist of deferred consideration of $6,250,000 and notes payable of $2,355,416.

Deferred Consideration

In connection with the acquisition of Grid AI Corp., the Company recognized deferred consideration payable of $7,000,000 as part of the purchase consideration. During the year ended December 31, 2025, the Company made cash payments of $750,000 toward this obligation. As of March 31, 2026, the outstanding balance was $6,250,000. The deferred consideration is non-interest bearing and is expected to be settled through future cash payments or other negotiated arrangements in accordance with the terms of the acquisition agreement.

Notes Payable

Notes payable activity during the period ended March 31, 2026:


Impairment of ROU Asset	$	108,759
	Revolving		Promissory notes		Promissory
Increase in general and administrative expenses	$	100,902
	line of credit		with warrants		Notes		Total
Principal balance December 31, 2025	$	700,000	$	1,017,184	$	310,000	$	2,027,184
Additions		—		999,000		—	$	999,000
Debt settlement (non-cash)		—		(392,080)		(261,223)	$	(653,303)
Net movement in debt discount		—		(17,465)		—	$	(17,465)
Total notes payable as of March 31, 2026	$	700,000	$	1,606,639	$	48,777	$	2,355,416

All outstanding debt was classified as current as of March 31, 2026.

~~Note 14~~Revolving –Line ~~Debt~~of Credit

Effective January 31, 2025, the Company entered into a Revolving Loan Agreement dated January 27, 2025, pursuant to which the lender agreed to make available borrowings up to $2,000,000. As of March 31, 2026, the Company had drawn $700,000 under the facility. Borrowings under the Revolving Loan Agreement bear interest at a rate of 18% per annum. The proceeds from the facility are being used for general corporate purposes. The Revolving Loan Agreement has a contractual maturity date of January 29, 2026 and contains customary affirmative and negative covenants, including restrictions on the incurrence of additional indebtedness, affiliate transactions and certain corporate actions without lender consent. On April 1, 2026, the Company received a notice of default from the lender under the Revolving Loan Agreement due to the failure to repay the outstanding balance by the maturity date. The lender demanded repayment of the outstanding principal balance together with accrued interest and other amounts due under the agreement. On May 14, 2026, GridAI Technologies Corp. entered into a Debt ~~consists~~Settlement and Subscription Agreement with 1396974 BC Ltd. to settle the outstanding indebtedness, consisting of principal and accrued interest related to a revolving loan agreement dated January 27, 2025. Pursuant to the ~~following:~~agreement, the Company paid $800,000 in cash and issued 71,482 shares of common stock at a deemed price of $3.25 per share in full satisfaction of the outstanding balance. As a result, the indebtedness has been fully satisfied and extinguished, and the Company no longer has access to borrowings under the revolving loan agreement.

-25-




	Revolving
	line of credit
Principal balance as of January 1, 2025	$	—
Additions		700,000
Payments		—
Debt discount		—
Reclassification to liabilities held for sale		—
Total debt as of September 30, 2025	$	700,000

-28-

Table of Contents

~~Revolving~~Promissory ~~line~~Note ofwith ~~credit~~Warrants

~~Effective~~During ~~January~~the ~~31,~~period ~~2025,~~from weOctober ~~entered~~17, ~~into~~2025 athrough ~~Revolving~~December ~~Loan Agreement dated January 27~~26, 2025, (the ~~“Revolving~~Company ~~Loan~~entered ~~Agreement”),~~into ~~with~~financing aarrangements ~~Lender~~that ~~pursuant~~included topromissory ~~which~~notes ~~the~~issued ~~Lender~~together ~~agreed~~with towarrants ~~make loans~~ to ~~us.~~purchase ~~Pursuant~~shares ~~to and under the terms~~ of the ~~Revolving~~Company’s ~~Loan~~common ~~Agreement,~~stock. weThe ~~issued~~aggregate toprincipal ~~the~~amount ~~Lender~~of ~~a revolving note dated January 27, 2025 in~~ the ~~principal~~notes ~~amount~~issued ofwas $2,~~000~~300,000 ~~(the “Revolving Note” and such amount, the “Total Outstanding Amount”)~~. ~~This~~The ~~transaction~~warrants isissued ~~referred~~in toconnection aswith ~~the~~these ~~“Financing”.~~arrangements Wewere ~~shall~~determined ~~use the proceeds from the Financing for general corporate purposes, including but not limited~~ to ~~financing~~have ~~the~~an ~~expense~~aggregate offair avalue ~~Qualified Public Equity Offering (as defined below) and payment~~ of ~~certain items. As of September 30, 2025,~~ approximately $1.3,040,851 ~~million~~at ~~remained available for future borrowings under the Revolving Loan Agreement~~issuance, ~~subject~~which towas ~~the~~recorded ~~satisfaction~~as ofa ~~customary~~debt ~~draw - down conditions~~discount. ~~Out~~The ofnotes ~~the~~do ~~Total~~not ~~Outstanding~~bear ~~Amount,~~stated ~~the~~interest ~~Lender~~and ~~disbursed~~are aaccreted ~~loan~~to ~~amount~~their offace ~~$700,000.~~value ~~The~~over ~~Revolving Note bears interest at~~ the ~~rate~~term of ~~18%~~the ~~per~~instruments ~~annum,~~using ~~and~~the effective interest ~~accumulated as of September 30, 2025 was approximately $79,500~~method.

InDuring ~~connection with~~ the ~~IMGX~~three ~~acquisition,~~months ~~the~~ended ~~Company~~March ~~assumed a revolving line of credit. In October 2022~~31, ~~ImmunogenX entered into a credit agreement~~2026, ~~which~~the ~~allowed~~Company ~~for~~recognized aadditional ~~revolving~~amortization ~~line~~ of ~~credit~~debt ~~(the~~discount ~~“Revolver”)~~of ~~for~~approximately ~~borrowings up to~~ $~~6.0 million~~17, ~~initially maturing on October 1, 2024, and bearing interest per annum of the prime rate plus 4~~841.~~5%.~~ The ~~credit~~debt ~~agreement~~discount ~~was~~primarily ~~amended~~related ~~in September 2023 (the “First Amendment”)~~ to ~~increase~~ the ~~maximum~~fair ~~borrowings~~value of ~~the~~warrants ~~Revolver~~issued toin ~~$7.5~~connection ~~million.~~with ~~The~~such ~~credit~~promissory ~~agreement was amended and restated on March 13~~notes, ~~2024~~totaling ~~(the~~approximately ~~“Second Amendment”)~~$336,270. ~~Terms~~After ~~under~~repayments ~~the~~and ~~Second~~amortization ~~Amendment include an extended maturity date~~ of ~~September~~the ~~13,~~debt ~~2025~~discount, ~~interest~~the ~~per~~aggregate ~~annum~~carrying value of the ~~prime~~Company’s ~~rate~~2025 ~~plus 6.0%,~~ and no2026 ~~further~~promissory ~~draws on the line of credit after March 13~~notes, ~~2024.~~was ~~As of September 30~~$1, ~~2025~~606,564 ~~the~~as ~~Revolver and accrued interest have been reclassified to liabilities~~ of ~~the~~March ~~disposal~~31, ~~group held for sale (see Note 4)~~2026.

~~As of September 30, 2025, the Company was in compliance with all covenants under the Revolving Loan Agreement.~~ The ~~Company~~promissory ~~has~~notes ~~not~~are ~~taken~~unsecured ~~any~~and ~~action~~mature ~~that~~one ~~would~~year ~~constitute a breach of the negative covenants,~~ and noone ~~event~~day ~~has~~from ~~occurred~~their ~~that,~~respective ~~with~~issuance ~~the passage of time or the giving of notice, would constitute an event of default under the Revolving Loan Agreement~~dates. Additionally, the Company has not incurred any indebtedness requiring lender consent, made any prohibited equity repurchases or payments, or engaged in any affiliate transactions or corporate actions restricted by the Revolving Loan Agreement.

~~Management~~Note ~~continues~~16 to- ~~monitor~~Related ~~compliance~~Party ~~with the Revolving Loan Agreement on an ongoing basis and currently believes the Company will remain in compliance with all covenants for at least the next twelve months.~~Transactions

~~Promissory~~The ~~notes~~Company has related party transactions with AMP Solar Group Ltd. (“AMP Solar Group”), which holds a 25% non-controlling interest in AMP UK Holdings, a subsidiary of the Company. AMP Solar Group is part of the broader Amp Energy group of companies. Amp Z is an affiliated platform within the Amp Energy ecosystem and operates under common ownership and/or control with AMP Solar Group. As a result of this relationship, transactions between Grid AI Corp. and Amp Z are considered related party transactions. In connection with the acquisition of Grid AI Corp. on September 30, 2025, the Company assumed deferred consideration liabilities totaling $7.0 million. During the year ended December 31, 2025, the Company made payments totaling $750,000 related to this deferred consideration. As of March 31, 2026, the outstanding balance of such deferred consideration was $6.25 million. See Note 15.

InThe ~~connection~~Company ~~with~~also ~~the~~has ~~IMGX~~amounts ~~acquisition,~~payable ~~the~~to ~~Company~~related ~~assumed two promissory notes~~parties, ~~one~~including ofNorth ~~which~~York isand ~~with~~Strategic aEP LLC, related ~~party.~~to ~~The~~services ~~notes~~provided ~~are~~under ~~each~~arrangements inpredating the ~~amount~~Grid ofAI $0acquisition.5 ~~million,~~These ~~accrue~~obligations are non-interest atbearing ~~a rate of the prime rate plus 4.5% per annum,~~ and ~~have~~are aincluded ~~maturity~~within ~~date~~notes ofpayable ~~September~~on ~~30, 2025. As of September 30, 2025,~~ the ~~promissory~~condensed ~~notes~~consolidated ~~and~~balance ~~all accrued interest has been reclassified to liabilities of disposal group held for sale~~sheets.

~~EIDL~~The ~~loan~~Company has entered into consulting and service arrangements with certain members of management, including the Chief Executive Officer and Chief Financial Officer, either directly or through affiliated entities. During the three months ended March 31, 2026, the Company incurred expenses related to these arrangements, which were recorded within general and administrative expenses in the condensed consolidated statements of operations. As of March 31, 2026, amounts due to related parties associated with these arrangements were not material.

InConsulting ~~connection~~Agreement with the IMGX acquisition, the Company assumed an Economic Injury Disaster Loan (“EIDL”) loan with a principal balance of $0.5 million bearing interest of 3.75% per annum, with interest payable monthly in arrears. The Company determined the loan has a fair value as of the assumption date of March 13, 2024 of $38,000, resulting in a discount of $462,000 which is amortized over the remaining life of the loan. All unpaid principal and ~~interest~~Equity ~~are due at maturity on June 30, 2050. As of September 30, 2025, the EIDL loan and all accrued interest has been reclassified to liabilities of disposal group held for sale.~~Compensation

On December 19, 2025, the Compensation Committee of the Board of Directors approved an Amended and ~~Officer~~Restated Consulting Agreement between the Company and Access Alternative Group S.A. (the “Consultant”), an entity affiliated with the Company’s ~~Liability~~Chief ~~Insurance~~Executive Officer, pursuant to which the Consultant provides services to the Company, including services in connection with the duties of the Chief Executive Officer.

OnUnder ~~February~~the 5,terms ~~2025,~~of the ~~Company~~Consulting ~~entered~~Agreement, ~~into~~the ~~10-month~~Company ~~financing~~agreed ~~agreements~~to ~~for~~pay ~~its~~the ~~directors~~Consultant ~~and~~base ~~officer’s~~compensation ~~liability~~of ~~insurance~~$25,000 asper ~~well as other corporate insurances~~month, inretroactive ~~the~~to ~~amount~~October ~~of approximately $0.~~1, ~~million that bears interest at an annual rate of 10.75%. Monthly payments going forward~~2025, ~~including principal~~ and ~~interest,~~a ~~are~~quarterly ~~approximately~~fee of $1520,000 ~~per~~payable ~~month.~~for ~~The~~each ~~balance~~quarter ~~due~~in ~~under~~which ~~these~~the ~~financing~~Company ~~agreements~~remains ~~was~~in ~~$0.06~~compliance ~~million~~with atNasdaq ~~September~~listing ~~30, 2025 and $0 at December 31, 2024~~requirements.

The Consultant is also eligible to receive certain additional compensation, including cash and equity-~~29-~~based compensation upon the achievement of specified milestones.

In connection with the Consulting Agreement, the Compensation Committee approved the grant of 1,000,000 restricted stock units (“RSUs”) under the Company’s 2020 Omnibus Equity Incentive Plan. The RSUs vest in equal quarterly installments during 2026, subject to the achievement of certain performance objectives, with accelerated vesting upon certain events, including a change in control or termination without cause.

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Note 15 17- ~~Related~~Commitments ~~Party~~and ~~Balances~~Contingencies

~~The~~Legal Company has related party transactions with AMP Solar Group Ltd. (“AMP Solar Group”), the holder of a 25% non-controlling interest in AMP UK Holdings, a Grid AI subsidiary. As a result of the acquisition of Grid AI on September 30, 2025, the Company assumed Grid AI’s deferred consideration liability totaling $7.0 million, consisting of $2.0 million classified as current and $5.0 million classified as non-current, representing amounts payable to AMP Solar Group for acquisition of equity interest in AMP UK Holdings.Matters

The Company ~~also~~was ~~recorded~~previously ~~other~~engaged ~~non-current~~in ~~liabilities~~discussions ofwith ~~approximately~~Ellenoff ~~$7.3~~Grossman ~~million~~& ~~classified~~Schole asLLP (“~~Other~~EGS”) ~~Non-Current~~regarding ~~Liabilities”~~certain inoutstanding legal fees and litigation initiated by EGS against the ~~consolidated~~Company ~~balance~~relating ~~sheet~~to unpaid legal fees. ~~These~~On ~~amounts~~May ~~likewise~~12, ~~represent~~2026, ~~balances~~the Company entered into a Settlement Agreement and General Releases with EGS to resolve the matter. Pursuant to the settlement agreement, the Company agreed to pay EGS an aggregate settlement amount of $360,000, consisting of (i) an initial payment of $100,000, which has been paid, and (ii) three installment payments of approximately $86,667 payable over a one-year period. Upon receipt of the initial payment, EGS agreed to ~~AMP~~dismiss ~~Solar~~the ~~Group~~pending ~~for~~litigation with prejudice. As of March 31, 2026, the ~~services~~Company ~~provided~~had ~~under~~recorded ~~arrangements~~the ~~predating~~full amount of the ~~Grid~~payable AIwithin ~~acquisition~~accounts payable. ~~The~~Subsequent ~~obligations~~to ~~are~~quarter ~~non-interest-bearing~~end, ~~and~~the ~~are~~Company ~~expected~~entered into a settlement agreement relating to bethe ~~settled~~payable ~~through~~and ~~future~~will ~~cash~~record ~~payments~~the orimpact ~~other~~of ~~negotiated~~the ~~arrangements~~settlement in the appropriate reporting period in accordance with the applicable accounting guidance.

NoRevolving ~~cash~~Loan ~~settlements were made between these entities during the nine months ended September 30, 2025.~~Agreement

~~Note 16~~On –January ~~Net~~27, ~~(Loss)~~2025, ~~Income~~the Company entered into a Revolving Loan Agreement pursuant to which the lender agreed to provide up to $2.0 million in revolving loan advances to the Company. The borrowings accrued interest at a rate of 18% per ~~Common~~annum ~~Share~~and matured on January 31, 2026. As previously disclosed, the Company received a notice of default related to amounts outstanding under the Revolving Loan Agreement. As of March 31, 2026, amounts outstanding under the agreement remained unpaid and the Company was engaged in discussions with the lender regarding resolution of the outstanding indebtedness. On May 14, 2026, the Company entered into a Debt Settlement and Subscription Agreement with the lender to settle the outstanding obligations under the Revolving Loan Agreement. See Note 22 – Subsequent Events for additional information.

~~Basic~~Government net loss per share is computed by dividing net loss available to Common Stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants and conversion of convertible debt that are not deemed to be anti-dilutive.Grant

~~For~~During ~~the~~2025, ~~nine months ended September 30~~AMPX, ~~2025~~a ~~stock~~subsidiary ~~options in the amount~~ of ~~2,759 and warrants in~~ the ~~amount of 6~~Company,~~053,557~~ ~~were~~applied ~~excluded~~for ~~from~~government ~~the~~grants ~~calculation~~related ofto ~~diluted~~research ~~net~~and ~~loss~~development ~~per~~expenditure ~~share~~tax ascredits ~~they~~in ~~did~~the ~~not~~United ~~have a dilutive effect~~Kingdom.

~~All~~During ~~shares~~the three months ended March 31, 2026, the Company recognized government grant income of ~~Common~~$0.4 ~~Stock~~million ~~that~~related ~~may~~to ~~potentially~~these beprograms, ~~issued~~which was included in other income in the ~~future~~condensed ~~are~~consolidated statements of operations. A corresponding receivable was recorded within other receivables on the condensed consolidated balance sheet as ~~follows:~~of March 31, 2026.

The related receivable was collected in May 2026.


	September 30, 2025	September 30, 2024
	(unaudited)	(unaudited)
Series G convertible preferred stock	4,124,409	4,124,409
Common stock warrants	6,053,557	1,642,585
Stock options	2,759	67,021
RSUs not yet issued	—	5,689
Series B convertible preferred stock (1)	140	45
Restricted stock not yet issued	1	1
Total shares of common stock issuable	10,180,866	5,839,750

(1) Series B convertible preferred stock is assumed to be converted at the rate of $97,020 per common share, which is the conversion price as of September 30, 2025.

Note 17 - Employee Benefit Plans

401(k) Plan

Since 2015, the Company has sponsored a multiple employer defined contribution benefit plan, which complies with Section 401(k) of the Internal Revenue Code covering substantially all employees of the Company. All employees are eligible to participate in the plan. Employees may contribute from 1% to 100% of their compensation and the Company matches an amount equal to 100% on the first 6% of the employee contribution and may also make discretionary profit-sharing contributions.

Employer contributions under this 401(k) plan amounted to approximately $1,000 and $84,000 for the nine months ended September 30, 2025 and 2024, respectively, and approximately $95,000 for year ended December 31, 2024.

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Note 18 - Income Taxes

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future.

The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Although the Company believes that it has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. Carryforward attributes that were generated in tax years prior to those that remain open for examination may still be adjusted by relevant tax authorities upon examination if they either have been, or will be, used in a future period.

~~In applying the estimated annual effective tax rate approach prescribed under ASC 740~~ - 270 and based on present evidence and conclusions around the realizability of deferred tax assets, the Company determined that any deferred tax benefits related to the forecasted tax rate and pretax activity during the first quarter of 2025 and 2024 are neither more likely than not to be realized in the current year nor realizable as a deferred tax asset at the end of the year. Therefore, the appropriate amount of income tax benefit to recognize related to deferred tax assets generated during the three months ended September 30, 2025 and 2024 is zero.27-

~~The~~Table Company’s effective income tax rate was approximately 0% and 160% for the nine months ended September 30, 2025 and 2024, respectively. The income tax provision for interim periods is determined using an estimate of the annual effective tax rate adjusted for discrete items. The Company’s effective tax rate for the nine months ended September 30, 2025 differs from the applicable statutory tax rate primarily due to the valuation allowance recorded against its deferred tax assets. The Company’s effective tax rate for the nine months ended September 30, 2024 differs from the applicable statutory tax rate primarily due to the impact of the accounting for the IMGX Merger during the period, which resulted in the release of a portion of the valuation allowance that had previously been recorded against the deferred tax assets of the Company.Contents

In applying the estimated annual effective tax rate approach prescribed under ASC 740 - 270 and based on present evidence and conclusions around the realizability of deferred tax assets, the Company determined that any deferred tax benefits related to the forecasted tax rate and pretax activity during the first quarter of 2026 are partially realizable primarily due to foreign deferred tax assets and research and development tax credits recognized during the period. Therefore, the appropriate amount of income tax benefit to recognize related to deferred tax assets generated during the three months ended March 31, 2026 was $0.3 million and $0 in 2025.

The Company’s effective income tax rate was approximately 7.8% and 0% for the three months ended March 31, 2026 and 2025, respectively. The income tax provision for interim periods is determined using an estimate of the annual effective tax rate adjusted for discrete items. The Company’s effective tax rate for the three months ended March 31, 2026 differs from the applicable statutory tax rate primarily due to changes in valuation allowance, foreign rate differentials, noncontrolling interest allocations and research and development tax credits. The Company recorded an income tax benefit of approximately $0.3 million during the three months ended March 31, 2026.

Note 19 - Net Loss per Common Share

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the periods presented, all potentially dilutive securities have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive.

All shares of Common Stock that may potentially be issued in the future are as follows:

Note 19 - Contingencies


		March 31, 2026		December 31, 2025
Series G convertible preferred stock		1,787,424		1,787,424
Common stock warrants		4,064,900		5,190,325
Stock options		136		22
RSUs not yet issued		750,000		160,000
Convertible preferred stock		786,523		786,523
Series H preferred stock		38,802,000		38,802,000
Restricted stock not yet issued		1		1
Total shares of common stock issuable		46,190,984		46,726,295

On December 31, 2024, Mattress Liquidators, Inc. filed a Complaint in the District Court, Boulder County, State of Colorado against Defendants IMGX, Jack A. Syage and Elizabeth T. Syage Revocable Trust, Case No. 2024CV31070.

~~Succinctly,~~Note ~~Plaintiff~~20 ~~complains~~– ~~that~~Employee itBenefit ~~entered~~Plans into a Credit Agreement on October 3, 2022 with IMGX for a loan in the principal amount of $6,000,000. Jack Syage and Elizabeth T. Syage Revocable Trust executed a Guaranty of Payment that same day. The Credit Agreement was modified on September 6, 2023, which increased the principal amount of the loan to $7,500,000. Once more, on March 13, 2024, the Credit Agreement was modified to increase the principal amount of the loan to $8,212,345.17. Plaintiff alleges that in the summer of 2024, Defendants were not repaying the loan so on August 2, 2024, a Notice of Default was sent, which demanded immediately payment of the entire balance. After being provided with additional information, on August 29, 2024, Plaintiff suspended the Notice of Default and demanded Defendants provide certain financial reporting information under Section 7.5 of the Credit Agreement. On October 11, 2024, November 7, 2024, and November 14, 2024, Plaintiff sent Defendants letters of non-compliance regarding their financial reporting obligations. Thereafter, on November 21, 2024, Plaintiff sent Defendants a Notice of Default and Demand for Payment, which accelerated the Loan obligations, demanded that Defendants cure the financial reporting defaults, and demanded that Defendants pay all loan obligations no later than December 5, 2024.

401(k) Plan

Since 2015, the Company has sponsored a multiple employer defined contribution benefit plan which complies with Section 401(k) of the Internal Revenue Code and covers substantially all eligible employees of the Company.

Employees may contribute from 1% to 100% of their compensation, and the Company may match contributions equal to 100% of the first 6% of employee contributions. The Company may also make discretionary profit-sharing contributions.

Employer contributions under the 401(k) plan amounted to approximately $0 and $5,402 for the three months ended March 31, 2026 and the year ended December 31, 2025, respectively.

Plaintiff claims that as of December 31, 2024, the total amount due and owing is $7,575,568.91, which consists of $7,460,245.47 in principal, $115,323.44 in accrued contract interest, and $47,069 in authorized attorneys’ fees and costs. Plaintiff asserts three causes of action. The first is against IMGX for alleged breach of the Credit Agreement. The other two causes of action asserted are alleged breaches of the Guaranty’s by Jack Syage, and the Elizabeth T. Syage Revocable Trust.

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Table of Contents

~~After~~Note ~~receiving~~21 an- extension, IMGX timely filed its Answer on February 28, 2025. The case is now at issue. A required meet and confer with counsel to discuss drafting the (proposed) case management order and to discuss procedural matters was held on March 14, 2025.Segments

~~Under~~The ~~the~~Company ~~terms~~applies of the ~~Rescission~~provisions ~~Agreement~~of ~~entered~~ASC ~~into in March 2025~~280, bySegment ~~and among the Company~~Reporting, ~~IIMGX,~~which ~~and~~requires ~~each~~segment ofinformation ~~the~~to ~~individuals~~be orreported ~~entities~~based ~~who~~on ~~are~~ the ~~former~~“management ~~shareholders of IMGX~~approach,” ~~upon~~reflecting ~~consummation of~~ the ~~transactions~~manner ~~contemplated~~ in ~~Recission~~which ~~Agreement,~~ the Company’s ~~shall~~Chief ~~have~~Operating noDecision ~~further~~Maker ~~duties,~~(“CODM”) ~~liabilities~~allocates orresources ~~obligations~~and inassesses ~~connection with this complaint~~performance.

OnIn ~~May 8,~~ 2025 ~~the Company’s subsidiary ImmunogenX~~, ~~LLC~~in ~~entered~~connection ~~into a settlement agreement effective April 9, 2025~~ with ~~Mattress Liquidators Inc. (~~the ~~“Plaintiff”),~~acquisition ~~Jack~~of A.Grid ~~Syage~~AI ~~and The Jack A~~Corp. ~~Syage~~on ~~and~~September ~~Elizabeth T. Syage Revocable Trust (the “Trust”~~30, ~~and Trust collectively with Jack~~2025, the ~~“Guarantors”)~~Company ~~(such~~reassessed ~~agreement,~~its ~~the~~operating ~~“Settlement~~and ~~Agreement”).~~reportable ~~Under the Settlement Agreement, the Guarantors agreed to pay the Plaintiff (a) $5,500,000~~segments.00 toBased ~~be applied to the obligations amounting to approximately $7.9 million owed to the Plaintiff (which amount was paid to the Plaintiff~~ on ~~April~~this 9assessment, ~~2025) with~~ the ~~Guarantors~~Company ~~being~~determined ~~solely~~that ~~responsible~~it ~~for~~operates ~~payment~~through oftwo ~~all~~operating ~~obligations due to be paid to the Plaintiff. In addition, ImmunogenX, LLC agreed to pay all of Plaintiff’s attorneys’ fees~~ and ~~costs~~reportable ~~incurred to date amounting to approximately $62,000.~~segments:

~~The~~● ~~parties~~AI toSegment ~~the~~– ~~Settlement~~consisting ~~Agreement also agreed to enter into amended and restated loan documents dated April 9, 2025 which provide for, among others, a revolving loan~~ of ~~$2,436,338.30 (~~the ~~“Commitment”)~~Company’s toartificial ~~ImmunogenX,~~intelligence–driven ~~LLC,~~energy totechnology beplatform ~~repaid~~focused ~~and~~on ~~the~~distributed ~~principal~~energy ~~amount~~resource ~~thereof~~optimization ~~reborrowed before the earliest of: (i) April 9, 2028; (ii) the date ImmunogenX, LLC prepays the revolving loan in full in accordance with amended~~ and ~~restated~~grid-edge ~~credit~~applications ~~agreement;~~through orGrid ~~(iii)~~AI ~~the date on which the Commitment is terminated in whole pursuant to amended and restated credit agreement~~Corp. ~~Under amended~~ and restated guarantees, the Guarantors unconditionally guaranteed the prompt payment of all monies owed by ImmunogenX, LLC to Plaintiff under the terms and conditions as stated herein. Under the Settlement Agreement, the Plaintiff agreed to release its ~~security interest in ImmunogenX, LLC, and the parties agreed to execute a Stipulation of Dismissal with Prejudice to be filed in the action before the District Court, Boulder County, State of Colorado~~subsidiaries.

On● ~~July~~GI ~~15,~~Segment ~~2025,~~– ~~the~~consisting ~~Company, ImmunogenX, LLC (“Immuno LLC”) and each~~ of the ~~individuals~~Company’s orlegacy ~~entities~~biotechnology ~~(each a “Shareholder” and collectively~~operations, ~~the~~including ~~“Shareholders”) who are~~ the ~~former~~development ~~shareholders~~ of ~~ImmunogenX~~targeted, ~~Inc.,~~non-systemic ~~entered~~therapies ~~into~~for angastrointestinal ~~Amendment~~diseases. toThe ~~the~~Company’s ~~Rescission~~Chief ~~Agreement~~Executive ~~(“Rescission~~Officer, ~~Agreement~~Jason ~~Amendment”)~~D. Sawyer, ~~originally~~has ~~entered~~been ~~into~~identified byas the ~~parties~~CODM. onThe ~~March~~CODM ~~25,~~reviews ~~2025,~~operating ~~whereby~~results ~~the~~on ~~parties~~both ~~agreed~~a tosegment ~~add~~basis ~~additional shareholder representations~~ and ~~warranties,~~a ~~including~~condensed ~~providing~~consolidated ~~for~~basis anto ~~accredited~~evaluate ~~investor~~performance ~~representation~~and byallocate ~~each Shareholder~~resources.

OnThe ~~March~~measure ~~17,~~of ~~2025,~~segment ~~Ellenoff~~profit ~~Grossman~~or &loss ~~Schole~~is ~~LLP~~loss ~~(“EGS”)~~from ~~initiated~~operations, anas ~~action~~reported ~~against the Company by filing a summons and complaint~~ in the ~~Supreme~~condensed ~~Court~~consolidated ofstatements ~~the State~~ of ~~New York, New York County~~operations. ~~The~~This ~~complaint~~measure ~~alleges~~is ~~that~~used by the ~~Company~~CODM ~~owes~~ to ~~EGS~~assess ~~$749,301.00~~performance inand ~~fees~~make ~~for~~resource ~~legal~~allocation ~~services~~decisions. ~~EGS~~Segment ~~allegedly~~assets ~~provided~~are tomeasured ~~the~~as ~~Company~~total ~~between September 2023 to January 2025~~assets, aas ~~period~~reported ofin ~~time prior to~~ the ~~appointment~~condensed ofconsolidated ~~certain~~balance ~~new directors to the Board and of Mr~~sheets. ~~Paolone~~The ~~as Interim Chief Executive Officer. EGS~~Company’s ~~lawsuit~~segments ~~alleges~~differ ~~breach~~with ofrespect ~~contract,~~to ~~account stated, and quantum meruit claims. The Company is in~~ the ~~process~~nature of ~~investigating~~products ~~the~~and ~~allegations~~services, ofregulatory ~~the~~environments, ~~complaint~~ and ~~plans~~customer ~~to defend the action~~bases. ~~The~~As ~~full~~such, ~~amount~~management ~~claimed~~ has ~~been~~concluded ~~accrued~~that asaggregation of ~~September~~these ~~30,~~segments ~~2025.~~is Onnot ~~July~~appropriate ~~28,~~under ~~2025,~~ASC ~~the parties filed a Stipulation Extending the Company’s Time to Answer, Move, or Otherwise Respond to the Complaint until January 13, 2026~~280.

The following represents selected information for the Company’s reportable segments:

On January 8, 2025, Asymchem, Inc. (“Asymchem”) commenced an action against the Company by filing a complaint in the Supreme Court of the State of New York, New York County. The complaint alleges that the Company failed to pay $171,219 for services allegedly rendered under an Agreement dated May 25, 2023, which amended, restated, and superseded a Master Services Agreement dated December 3, 2020. Asymchem asserts causes of action for breach of contract and account stated in connection with services purportedly provided in the development and manufacture of the Company’s products. The Company filed its Answer on April 4, 2025, and the parties are currently engaged in discovery. On September 5, 2025, Asymchem filed a motion for summary judgment on the claims asserted in the complaint, and the Company submitted its opposition on September 29, 2025. The motion is presently pending before the Court.


		March 31, 2026			December 31, 2025
Total assets by reportable segments:
AI segment		$	45,699,003		$	46,435,854
GI segment			2,266,675			2,115,989
Total assets by reportable segments		$	47,965,678		$	48,551,843


		Three Months Ended			Three Months Ended
		March 31, 2026			March 31, 2025
Loss from operations by reportable segment:
AI segment		$	(1,727,596)		$	—
GI segment			(1,886,902)			(821,386)
Total operating loss by reportable segments		$	(3,614,498)		$	(821,386)

~~-32-~~For the three months ended March 31, 2025, prior to the acquisition of Grid AI Corp., the Company operated through one reportable segment, its legacy GI Segment. Accordingly, no AI Segment results are presented for that period.

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Table of Contents

~~Note~~Operations 20by -reportable ~~Subsequent~~segment ~~Events~~for the three months ended March 31, 2026 are as follows:

Subsequent to September 30, 2025, the Company completed additional equity activities and financing events.

On October 17, 2025, the Company entered into a Securities Purchase Agreement with an investor, pursuant to which the Company may sell up to $5.0 million in gross proceeds consisting of (i) Promissory Notes (“Notes”) and (ii) common stock purchase warrants (“Warrants”) to purchase up to 1,520,000 shares of common stock. The initial closing occurred on October 17, 2025, for gross proceeds of $500,000 and included the issuance of a Note in the principal amount of $500,000 and a Warrant to purchase 200,000 shares of common stock.

Between October 14 and November 10, 2025, multiple holders of warrants issued in the October 2025 private placement exercised their warrants for shares of common stock pursuant to the terms of the agreements. The exercises occurred in several tranches and included both cash and cashless exercises. In aggregate, approximately 0.8 million warrants were exercised, resulting in the issuance of approximately 0.8 million shares of common stock. Following these exercises, approximately 25 thousand warrants remain outstanding under the October 2025 issuance.

As a result of these warrant exercises, the Company’s total common shares outstanding increased from approximately 2.5 million as of September 30, 2025 to approximately 3.3 million as of November 12, 2025.

On October 28, 2025, the Company received a letter from Nasdaq confirming that based on the Form 8-K filed by the Company on October 6, 2025, the Company is in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market, under Listing Rule 5550(b)(1). The letter also noted that if the Company fails to evidence compliance upon filing its next periodic report, it may be subject to delisting. At that time, Nasdaq will provide written notification to the Company, which may then appeal Nasdaq’s determination to a Hearings Panel.

On November 5, 2025, the Company received a Staff Determination Letter from Nasdaq Listing Qualifications stating that the Company’s proposed share exchange transaction with GridAI Corp. constitutes a “Change of Control” under Nasdaq Listing Rule 5110(a). The letter indicates that, as a result of this determination, the post-transaction entity will be required to satisfy all initial listing requirements and complete Nasdaq’s initial listing process prior to obtaining shareholder approval for the second step of the transaction. The letter further states that if the Company does not meet these requirements, Nasdaq may issue a delisting determination, at which time the Company would have the opportunity to request a hearing to appeal such determination. The Company is evaluating the Staff’s determination and its available options.

The Company evaluated all subsequent events through the date these condensed consolidated financial statements were issued and determined that no other material subsequent events occurred that would require recognition or additional disclosure in the accompanying financial statements.


	GridAI Technologies		Grid AI Corp
	Corp (GI Segment)		(AI Segment)			Total
Revenue	$	—		38,208			38,208
Cost of Services		—		651,948			651,948
Gross Loss		—		(613,740)			(613,740)

Operating expenses:
Research and development expenses	$	3,624	$	627,756		$	631,380
General and administrative expenses		1,883,278		486,100			2,369,378
Total operating expenses		1,886,902		1,113,856			3,000,758
Loss from operations		(1,886,902)		(1,727,596)			(3,614,498)

Other expenses:
Interest Income (expense), net		(522,103)		3			(522,100)
Other income (expense), net		—		400,267			400,267
Total other income (expense)		(522,103)		400,270			(121,833)
Loss from continuing operations		(2,409,005)		(1,327,325)			(3,736,330)
Income tax benefit		—		(297,629)			(297,629)
Net loss	$	(2,409,005)	$	(1,029,696)		$	(3,438,702)

~~-33-~~For the three months ended March 31, 2025, prior to the acquisition of Grid AI Corp., the Company operated through one reportable segment, its legacy GI Segment. Accordingly, no AI Segment results are presented for that period.

Note 22 - Subsequent Events

Revolving Loan Agreement

On May 14, 2026, the Company entered into a Debt Settlement and Subscription Agreement with 1396974 BC Ltd. in connection with amounts outstanding under the Revolving Loan Agreement dated January 27, 2025. Pursuant to the agreement, the parties acknowledged aggregate indebtedness of approximately $1.03 million, consisting of principal of $700,000 and accrued interest of approximately $332,315. The lender agreed to accept (i) a cash payment of $800,000 and (ii) 71,482 shares of the Company’s common stock issued at a deemed price of $3.25 per share in satisfaction of the remaining accrued interest balance of approximately $232,315, as full and final settlement of the outstanding indebtedness. Pursuant to the agreement, the Company paid $800,000 in cash and issued 71,482 shares of common stock at a deemed price of $3.25 per share in full satisfaction of the outstanding balance, and the indebtedness has been fully satisfied and extinguished.

Settlement Agreement - Ellenoff Grossman & Schole LLP

On May 12, 2026, the Company entered into a Settlement Agreement and General Releases with Ellenoff Grossman & Schole LLP (“EGS”) in connection with litigation previously filed by EGS against the Company relating to unpaid legal fees. Under the terms of the settlement agreement, the Company agreed to pay EGS an aggregate settlement amount of $360,000, consisting of (i) an initial payment of $100,000, which has been paid, following execution of the agreement and (ii) three installment payments of approximately $86,667 payable over a one-year period. Upon receipt of the initial payment, EGS agreed to dismiss the pending litigation with prejudice.

Equity Awards

Subsequent to March 31, 2026, the Company issued 91,743 shares of common stock upon the exercise of outstanding warrants for cash consideration. The Company issued 105,000 shares of common stock upon the exercise of outstanding pre-funded warrants. In addition, the Company issued 44,819 shares of common stock upon the exercise of warrants in settlement of outstanding loan balances. The Company also issued 71,482 shares of common stock to 1396974 BC Ltd. and 70,528 shares of common stock to Dark Arts Consulting in settlement of outstanding debt and accounts payable. Additionally, 161,260 shares of common stock were issued in connection with the May 2026 financing transactions.

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Financing Transactions

On May 8, 2026, May 11, 2026 and May 12, 2026, the Company entered into securities purchase agreements with certain purchasers pursuant to which the Company agreed to sell in private placements an aggregate of (i) 74,000 shares of common stock, which shares have been issued as of the date of this Quarterly Report (ii) pre-funded warrants to purchase up to an aggregate of 1,196,001 shares of common stock and (iii) common stock purchase warrants to purchase up to an aggregate of 1,270,001 shares of common stock for aggregate gross proceeds of approximately $2.54 million. The combined purchase price for one share of common stock or pre-funded warrant in lieu thereof and one common warrant was $2.00. The Company intends to use the net proceeds for general corporate purposes, including working capital and repayment of certain outstanding liabilities. The closing of the transactions closed on May 18, 2026, subject to the satisfaction of customary closing conditions. The pre-funded warrants have an exercise price of $0.00001 per share and are exercisable immediately with no expiration date. The common warrants are exercisable beginning six months following issuance and expire five years from the earlier of the effectiveness of the related registration statement or the date the underlying securities may be resold pursuant to Rule 144 without restriction. The common warrants have exercise prices ranging from $2.56 to $2.89 per share, subject to adjustment. In connection with the securities purchase agreements, the Company entered into registration rights agreements pursuant to which the Company agreed to file a resale registration statement covering the shares issued and issuable in connection with the private placements within 15 days following the closing date.

On May 11, 2026, the Company entered into an additional securities purchase agreement with certain purchasers pursuant to which the Company agreed to sell in a private placement an aggregate of (i) 87,260 shares of common stock, which shares have been issued as of the date of this Quarterly Report (ii) pre-funded warrants to purchase up to an aggregate of 1,745,199 shares of common stock and (iii) common stock purchase warrants to purchase up to an aggregate of 1,832,459 shares of common stock for aggregate gross proceeds of approximately $5.25 million. The combined purchase price for one share of common stock or pre-funded warrant in lieu thereof and one common warrant was $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 occured on May 18, 2026, subject to customary closing conditions. Twenty percent (20%) of the gross proceeds will be paid at closing, with the remaining proceeds payable prior to the effectiveness of the related registration statement.

The pre-funded warrants issued in connection with the additional financing have an exercise price of $0.00001 per share and no expiration date. The common warrants are exercisable immediately and expire five years from the earlier of the effectiveness of the related registration statement or the date the underlying securities may be resold pursuant to Rule 144 without restriction. The common warrants have an exercise price of $2.865 per share, subject to adjustment.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this interim report. Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. As discussed in the section titled “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS,” The following discussion and analysis contains forward-looking statements including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies. In evaluating our business, you should carefully consider the information set forth under the heading “Risk Factors” included in this Report and in our Annual Report filed on Form 10-K/A for the year ended December 31, ~~2024~~2025 filed with the SEC on ~~April~~May 91, ~~2025~~2026.

Overview

WeGridAI ~~are~~Technologies ~~engaged~~Corp., informerly ~~the~~known ~~research~~as ~~and~~Entero ~~development~~Therapeutics, ~~of targeted~~Inc., ~~non-systemic~~is ~~therapies~~a ~~for~~diversified ~~the~~technology ~~treatment~~and oflife ~~patients~~sciences ~~with~~company ~~gastrointestinal~~operating ~~(“GI”)~~through ~~diseases.~~two ~~Non-systemic~~reportable ~~therapies~~segments: ~~are non-absorbable drugs that act locally,~~ (i~~.e.,~~) ~~in the intestinal lumen, skin or mucosa, without reaching~~ an ~~individual’s~~artificial ~~systemic~~intelligence-driven ~~circulation.~~energy Intechnology ~~addition~~business tofocused ~~our~~on ~~biotechnology~~distributed ~~programs,~~energy weresource ~~also~~optimization ~~conduct~~and ~~operations~~grid-edge applications through Grid AI, anCorp. ~~artificial~~and ~~intelligence~~its ~~- driven energy technology platform acquired on September 30~~subsidiaries, ~~2025,~~and ~~which~~(ii) ~~offers~~a ~~software~~legacy ~~designed~~gastrointestinal tobiopharmaceutical ~~optimize~~business ~~and~~focused ~~coordinate~~primarily ~~distributed~~on ~~energy resources~~Adrulipase.

WeOn ~~are~~September ~~currently~~30, ~~focused on developing the biologic Adrulipase~~2025, awe ~~recombinant~~completed ~~lipase enzyme designed to enable~~ the ~~digestion~~acquisition of ~~fats~~Grid ~~and~~AI ~~other~~Corp., ~~nutrients~~a inNevada ~~cystic~~corporation. ~~fibrosis~~Following ~~and~~the ~~chronic~~acquisition, ~~pancreatitis~~Grid ~~patients~~AI ~~with exocrine pancreatic insufficiency~~Corp. ~~Our~~became ~~other programs consisted of Latiglutenase,~~ a ~~targeted~~wholly ~~oral~~owned ~~biotherapeutic~~subsidiary ~~for~~of ~~celiac~~the ~~disease~~Company. ~~designed~~Grid toAI ~~breakdown~~Corp., ~~gluten~~through ~~into~~its ~~non-immunogenic peptides; Capeserod~~subsidiaries, aincluding ~~selective~~AMPX ~~5-HT4~~UK ~~receptor~~Holdings ~~partial agonist which was being developed as a gastroparesis therapeutic;~~ and ~~Niclosamide~~AMPX Limited, anis ~~oral~~focused ~~small~~on ~~molecule with anti~~AI-~~inflammatory~~driven ~~properties~~energy ~~for~~optimization, ~~patients~~distributed ~~with~~energy ~~inflammatory~~resource ~~bowel~~management, ~~diseases~~battery ~~such~~storage, asenergy ~~ulcerative colitis and Crohn’s disease. We have determined to discontinue the Latiglutenase~~orchestration, ~~Capeserod~~ and ~~Niclosamide~~related ~~programs~~technology solutions.

OnPrior ~~September~~to ~~30, 2025,~~ the ~~Company~~Grid ~~entered~~AI ~~into and consummated a share exchange agreement (“Share Exchange Agreement”) with GridAI Corp~~acquisition, awe ~~Nevada~~operated ~~corporation~~primarily ~~(“GridAI”),~~as ~~and the stockholders of all of the issued and outstanding shares of GridAI (such shares, the “Shares,” and the stockholders, collectively, the “Sellers,”). GridAI is~~ a ~~grid~~clinical-~~edge,~~stage ~~AI-driven~~biopharmaceutical ~~software~~company ~~and~~focused ~~device~~on ~~platform that enables utilities~~targeted, ~~retailers,~~non-systemic ~~and~~therapies ~~large~~for ~~power~~gastrointestinal ~~users~~diseases. toOur ~~dynamically~~continuing ~~manage~~legacy ~~load~~biopharmaceutical ~~and~~activities ~~distributed~~are ~~energy~~centered ~~resources.~~on ~~Pursuant to the Share Exchange Agreement~~Adrulipase, ~~the Company purchased the Shares from the Sellers for~~ a ~~purchase~~recombinant ~~price~~lipase ~~consisting~~enzyme ofdesigned ~~(i)~~to anenable ~~aggregate of 424,348 shares of~~ the ~~Company’s~~digestion ~~common stock, which represents 19.99%~~ of ~~the~~fats ~~issued~~ and ~~outstanding~~other ~~shares~~nutrients of common stock as of the date of entry into the Share Exchange Agreement, and (ii) 38,801,546 shares of the Company’s Series H Non-Voting Convertible Preferred Stock, having such rights and preferences as set forth in ~~the~~patients ~~Certificate~~with ofexocrine ~~Designation~~pancreatic ~~of Preferences~~insufficiency, ~~Rights~~including ~~and~~patients ~~Limitations of Series H Non-Voting Convertible Preferred Stock filed~~ with ~~the~~cystic ~~Delaware~~fibrosis Secretary of State on October 1, 2025. The shares of Series H Non-Voting Convertible Preferred Stock can be convertible into an aggregate of 38,801,546 shares of Common Stock, subject to shareholder approval and ~~certain~~chronic ~~conditions and adjustments as set forth in the Certificate of Designation~~pancreatitis.

In March 2024, we ~~announced~~completed ~~the closing of~~ a merger with ImmunogenX, Inc. ~~(“IMGX”) (the Company’s acquisition of IMGX~~, ~~the~~which ~~“Merger”),~~became ~~a private~~ImmunogenX, ~~clinical-stage~~LLC ~~biopharmaceutical~~following ~~company~~the ~~founded~~transaction. inIMGX ~~2013,~~was ~~which is~~ developing ~~the biologic~~ Latiglutenase for ~~the treatment of~~ celiac disease. ~~IMGX~~and ~~is also developing~~ CypCel, a metabolic marker compound. ~~that~~In ~~can~~March ~~measure~~2025, ~~the~~we ~~state~~entered ofinto ~~small-intestinal recovery of celiac patients undergoing gluten-free diets (“GFDs”). We have initiated~~ a ~~plan~~rescission toagreement ~~dispose~~with ofIMGX ~~certain~~and ~~assets~~the ~~and~~former ~~liabilities~~shareholders of IMGX,. ~~including~~The ~~Latiglutenase~~rescission ~~and~~transaction ~~CypCel.~~was Ascompleted ofon December 31, ~~2024,~~2025. ~~these~~As ~~were~~a ~~classified~~result, asIMGX ~~assets~~is ~~and~~no ~~liabilities~~longer ~~held~~a ~~for~~subsidiary ~~sale and due to the short period~~ of ~~time since~~ the ~~close of the Merger~~Company, ~~are~~and ~~reported at their fair value less cost to sell. We determined that~~ the ~~discontinued~~Company ~~operations~~no oflonger ~~IMGX~~holds ~~represents~~any aownership ~~strategic~~interest ~~shift~~in ~~that will have a major effect on our operations and financial statements~~IMGX.

~~-34-~~Following the rescission of the IMGX transaction, the Company no longer owns or develops the Latiglutenase and CypCel programs. The Company also terminated its license agreement with Sanofi for Capeserod effective in 2025, and no further payments are due to Sanofi. The Company is no longer actively pursuing the Niclosamide program.

For the three months ended March 31, 2026, our results reflect the Company’s post-Grid AI acquisition structure, including the operations of Grid AI and AMPX, together with our continuing legacy Adrulipase-related activities and public company costs.

Our Product Candidates and Technology Platforms

Following the acquisition of Grid AI Corp., our business includes both AI-driven energy technology activities and legacy biopharmaceutical development activities.

Our Grid AI business is focused on AI-driven energy optimization, distributed energy resource management, battery storage, energy orchestration, and related technology solutions. Through Grid AI Corp. and its subsidiaries, including AMPX UK Holdings and AMPX Limited, we are developing and commercializing technology intended to optimize energy infrastructure and grid-edge applications.

Our continuing legacy biopharmaceutical activities are focused primarily on Adrulipase, an oral, non-systemic biologic therapy being developed for the treatment of exocrine pancreatic insufficiency (“EPI”) in patients with cystic fibrosis (“CF”) and chronic pancreatitis (“CP”). Adrulipase is designed as a recombinant lipase enzyme intended to enable the digestion of fats and other nutrients. Our goal is to provide CF and CP patients with a non-animal-derived therapy that may reduce daily pill burden.

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In ~~March~~July ~~2025~~2023, we announced ~~that~~topline weresults ~~entered~~from ~~into~~our aPhase ~~rescission~~2b ~~agreement~~monotherapy ~~(the~~bridging ~~“Rescission~~study ~~Agreement”),~~using bya ~~and~~new ~~among~~enteric ~~the~~microgranule ~~Company,~~formulation ~~IMGX and the former shareholders~~ of ~~IMGX (the “IMGX Shareholders”)~~Adrulipase. ~~Under~~Although the ~~terms~~primary ofefficacy ~~the~~endpoint ~~Rescission~~was ~~Agreement~~not achieved, ~~the~~data ~~parties~~from ~~have~~the ~~amicably~~study ~~determined~~indicated that ~~it is in their collective best interest to: (i) rescind~~ the ~~issuances~~enhanced ofAdrulipase ~~the~~formulation ~~shares~~was ofsafe ~~Common Stock~~ and ~~Series~~well Gtolerated ~~Preferred Stock that the Company has issued to the IMGX Shareholders as part of the Merger, (ii) convey to the IMGX Shareholders all of the issued~~ and ~~outstanding~~demonstrated ~~membership~~improvement ~~interests~~over ~~(the~~prior ~~“Membership~~formulations ~~Interests”)~~ of ~~IMGX currently held by the Company, (iii) cancel the Assumed Options and Assumed Warrants, and (iv) provide for such additional agreements as are set forth in the Rescission Agreement~~Adrulipase. ~~Also~~We ascontinue ~~set forth in the Rescission Agreement, following the closing, the Company will retain up~~ to ~~approximately~~evaluate ~~$695,000~~next ofsteps ~~IMGX’s accounts payable, and IMGX will remain responsible~~ for ~~approximately $9,278,400 of IMGX’s secured debt. On June 30, 2025,~~ the ~~Company~~Adrulipase ~~and the IMGX Shareholders representative mutually agreed that the transactions contemplated by the Rescission Agreement may be consummated on or prior to December 31~~program, ~~2025. The Company expects that the closing of the Rescission Agreement will occur on or prior to November 30, 2025,~~ subject to ~~satisfaction~~available orcapital ~~waiver of all conditions for closing. After the transactions contemplated by the Rescission Agreement have been consummated, IMGX will no longer be a subsidiary of the Company,~~ and ~~the~~strategic ~~Company will no longer be holding any interest in IMGX~~priorities.

InOur ~~July~~former ~~2025,~~Latiglutenase ~~we announced that we entered into an amendment to the Rescission Agreement, by~~ and ~~among~~CypCel ~~the~~programs ~~Company,~~were ~~IMGX~~part ~~and~~of the IMGX ~~Shareholders~~business. ~~(“Rescission~~Following ~~Agreement Amendment”), whereby~~ the ~~parties~~completion toof the ~~Rescission~~IMGX ~~Agreement~~rescission ~~Amendment~~transaction ~~agreed~~on toDecember ~~add~~31, ~~additional shareholder representations and warranties~~2025, ~~including~~we ~~providing~~no ~~for~~longer anown ~~accredited~~or ~~investor~~develop ~~representation~~those ~~by each of the IMGX Shareholders~~programs.

OnOur ~~February~~Capeserod ~~26,~~program ~~2025,~~was wein-licensed ~~gave~~from ~~notice~~Sanofi toin ~~terminate~~September ~~our~~2023. ~~license~~On ~~agreement~~February ~~with~~26, ~~Sanofi~~2025, ~~for~~we ~~the~~notified ~~development~~Sanofi of ~~Capeserod,~~our aintent ~~selective~~to 5terminate -the ~~HT4~~license ~~receptor partial agonist~~agreement. ~~This~~The ~~termination~~agreement was ~~effective~~terminated in ~~April~~ 2025., Noand no further payments are due to Sanofi. We are no longer developing Capeserod.

InOur ~~November~~Niclosamide ~~2024,~~programs wepreviously ~~announced~~involved aproprietary ~~binding~~oral ~~term~~and ~~sheet,~~topical ~~subject~~formulations tofor ~~several~~multiple ~~closing~~gastrointestinal conditions, ~~for~~including ainflammatory ~~reverse~~bowel ~~merger~~disease ~~transaction with Journey Therapeutics, Inc~~indications. We doare ~~not~~no ~~anticipate~~longer ~~that~~actively ~~this~~pursuing ~~transaction~~these ~~will move forward~~programs.

In September 2024, we announced a binding letter of intent with Data Vault Holdings, Inc. (“Data Vault”), a privately held technology holding company, to exclusively license two technology product suites owned by Data Vault. We do not anticipate that this transaction will move forward.

In December 2023, we announced that we have entered into a non-binding term sheet to sell our Niclosamide program. This transaction is not expected to move forward.

Our Product Candidates

Our Adrulipase programs are focused on the development of an oral, non-systemic, biologic capsule for the treatment of exocrine pancreatic insufficiency (“EPI”) in patients with cystic fibrosis (“CF”) and chronic pancreatitis (“CP”). Our goal is to provide CF and CP patients with a safe and effective therapy to control EPI that is non-animal derived and offers the potential to dramatically reduce their daily pill burden. In July 2023, we announced topline results from our Phase 2b monotherapy bridging study using a new enteric microgranule formulation of Adrulipase. Although the primary efficacy endpoint was not achieved, data from the study indicated that the enhanced Adrulipase formulation was safe, well tolerated and demonstrated an improvement over prior formulations of Adrulipase. We are planning to move this program forward in 2026.

Our Latiglutenase program was focused on the development of an orally administered, minimally-absorbed, biologic for improving multiple gluten-induced symptoms and consequent quality of life (“QOL”) due to inadvertent gluten consumption in patients with celiac disease (“CeD”) by breaking down the gluten into non-immunogenic peptides. We are no longer working on this program and have initiated a plan for its disposition as part of the Recission Agreement.

Our Capeserod program was in-licensed from Sanofi in September 2023. Sanofi conducted Phase 1 and Phase 2 Central Nervous System (“CNS”) trials with over 600 patients. In Sanofi’s CNS trials, Capeserod appeared safe and well-tolerated. Research on Capeserod and subsequent artificial intelligence (“AI”) empowered analyses suggest that the drug possesses a unique mechanism of action that is applicable to several GI indications underserved by currently available therapeutics. We are no longer working on this program and on February 26, 2025, notified Sanofi of our intent to terminate the license agreement. As of September 30, 2025 the agreement with Sanofi has been terminated.

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Our Niclosamide programs leveraged proprietary oral and topical formulations to address multiple GI conditions, including inflammatory bowel diseases (“IBD”) indications. In 2022 we advanced four separate Phase 2 clinical programs of our Niclosamide formulations, including FW-COV for Severe Acute Respiratory Syndrome Coronavirus 2 (“COVID-19”) GI infections, FW-UP for ulcerative proctitis (“UP”) and ulcerative proctosigmoiditis (“UPS”), FW ICI AC for Immune Checkpoint Inhibitor associated colitis (“ICI AC”), and FW CD for Crohn’s disease. We are no longer actively pursuing these programs.

Grid AI and AMPX Initiatives

On September 30, 2025, the Company completed the acquisition of Grid AI Corp., a grid-edge, AI-driven software and device platform that enables utilities, energy retailers, and large commercial and industrial customers to manage distributed energy resources and optimize power usage. Grid AI, through its operating subsidiary AmpX, provides an artificial intelligence–based orchestration platform that integrates with existing grid and on-site infrastructure to support automated load management, distributed generation optimization, and real-time energy system coordination. The platform applies machine-learning models to analyze grid conditions and adjust asset performance to improve reliability, reduce operating costs, and support the increasing adoption of renewable and decentralized energy resources.

The operations of Grid AI, together with related technology initiatives including the AMPX platform, represent a new operating component of the business. Because the acquisition occurred at the end of the reporting period, Grid AI’s operations are not separately discussed or presented in this Form 10-Q. Management will begin providing expanded discussion of Grid AI and AMPX activities in subsequent filings as integration progresses and operational data becomes available. See Note 3 – Business Combination (Grid AI Acquisition) for further information.

Nasdaq Listing Requirements

WeOn ~~received a letter on~~ September 6, 2024, ~~from~~ the ~~Listing~~Company ~~Qualifications~~received ~~Staff~~a ofletter ~~Nasdaq~~from ~~indicating that, based upon~~ the ~~closing~~Listing ~~bid~~Qualifications ~~price~~Staff of ~~our~~The ~~Common~~Nasdaq Stock ~~for~~Market ~~the~~LLC ~~last~~(“Nasdaq”) 30notifying ~~consecutive business days,~~ the Company that it was not in compliance with ~~the~~Nasdaq ~~requirement~~Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share, ~~for~~because ~~continued~~the ~~listing~~closing onbid ~~The~~price ~~Nasdaq~~of ~~Capital~~the ~~Market,~~Company’s ascommon ~~set~~stock ~~forth~~had inremained ~~Nasdaq~~below ~~Listing Rule 5550(a)(2)~~$1.00 Inper ~~accordance~~share ~~with~~for ~~Nasdaq~~30 ~~Listing~~consecutive ~~Rule~~business ~~5810(c)(3)(A), we were provided 180~~ days~~, or until March 5, 2025, to regain compliance with the minimum bid price requirement~~.

OnThe ~~March~~Company 6,was ~~2025,~~initially weprovided ~~received a letter from Nasdaq advising that we had been granted a~~ 180~~-day~~ ~~extension~~calendar days, or until ~~September~~March 15, 2025, to regain compliance ~~with the minimum bid price requirement, in accordance with Nasdaq Listing Rule 5810(c)(3)(A)~~. If at any time prior to September 1, 2025, the bid price of our Common Stock closes at $1.00 per share or more for a minimum of 10 consecutive trading days, we will regain compliance with the minimum bid price requirement. On ~~July~~March 36, 2025, ~~Entero Therapeutics, Inc. (the “Company”) received a letter from the Listing Qualifications department of The~~ Nasdaq ~~Stock~~granted ~~Market LLC (“Nasdaq”) notifying~~ the Company ~~that,~~an asadditional ~~the~~180-day ~~Company~~compliance ~~held its Annual Meeting on June 30~~period, ~~2025,~~or asuntil ~~disclosed~~September ~~in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 2~~1, 2025, ~~Nasdaq~~to ~~had~~regain ~~determined that the Company has regained~~ compliance with ~~Nasdaq Listing Rule 5620(a) (~~the ~~“Annual~~minimum ~~Meeting~~bid ~~Rule”),~~price ~~and that the matter is now closed~~requirement.

~~The~~On ~~extension~~September notice has no immediate effect on the listing of our Common Stock on The Nasdaq Capital Market and does not affect our reporting requirements with the Securities and Exchange Commission. If we do not regain compliance with the minimum bid price requirement during the additional 180-day extension2, ~~Nasdaq will provide written notification that our Common Stock will be delisted. At that time~~2025, ~~we may appeal~~ the ~~delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the~~ Company ~~does~~received ~~appeal~~written ~~the~~notice ~~delisting~~from ~~determination by~~ Nasdaq ~~to the hearings panel,~~ that ~~such~~it ~~appeal~~had ~~would~~regained ~~be successful. There can be no assurance that we will regain~~ compliance with the minimum bid price requirement ~~during the additional 180-day compliance period ending September 1, 2025 or maintain compliance with any other Nasdaq listing requirement~~. ~~We intend to monitor the closing bid price of our Common Stock and may, if appropriate, consider implementing available options to regain compliance with the minimum bid price requirement.~~

OnIn addition, on January 7, 2025, wethe Company received a ~~written~~ notice from ~~the Listing Qualifications department of~~ Nasdaq indicating that ~~were~~the Company was not in compliance with Nasdaq Listing Rule 5620(a), due to usthe ~~not~~failure ~~holding~~to hold an annual meeting of stockholders ~~in 2024~~ within ~~one~~twelve ~~year~~months of ~~our~~the ~~2023~~Company’s fiscal year end. OnThe ~~February~~Company ~~21, 2025, we~~ submitted a compliance plan to ~~regain compliance. On March 3, 2025,~~ Nasdaq ~~informed us that it has determined to grant us an extension until June 30, 2025 to regain compliance for continued listing. On June 30, 2025, we held our Annual Meeting~~ and onsubsequently July 3, 2025, we received a letter from the Listing Qualifications department of Nasdaq notifying the Company that, as the Company held its Annual Meeting on June 30, 2025, Nasdaq had determined that the Company has regained compliance with ~~Nasdaq Listing Rule 5620(a), and that~~ the ~~matter~~annual ismeeting ~~now~~requirement ~~closed~~during 2025.

On April 22, 2026, The Nasdaq Stock Market LLC notified the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the delayed filing of the Company’s Annual Report on Form 10-36K for the year ended December 31, 2025. Nasdaq advised the Company that it had 60 calendar days to submit a plan to regain compliance and that Nasdaq could grant an exception period until October 12, 2026. On May 1, 2026, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2025. On May 4, 2026, Nasdaq notified the Company that, based on the filing of the Form 10-K, the Company had regained compliance with Nasdaq Listing Rule 5250(c)(1) and that the matter was closed.

~~Table~~Although ofthe ~~Contents~~Company has regained compliance with the foregoing Nasdaq listing requirements, there can be no assurance that the Company will continue to maintain compliance with all applicable Nasdaq continued listing standards in the future.

On October 28, 2025, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that, based on the Form 8-K filed by the Company on October 6, 2025, the Company is in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Listing Rule 5550(b)(1). The letter also noted that if the Company fails to evidence compliance upon filing its next periodic report, it may be subject to delisting and would have the opportunity to appeal any such determination to a Nasdaq Hearings Panel.

Revolving Loan Agreement

Effective January 31, 2025, wethe Company entered into a Revolving Loan Agreement dated January 27, 2025 ~~(the “Revolving Loan Agreement”),~~ with a1396974 ~~Lender~~BC Ltd. pursuant to which the ~~Lender~~lender agreed to make loans to ~~us. Pursuant to and under~~ the ~~terms~~Company. ofUnder the Revolving Loan Agreement, weall ~~issued~~outstanding ~~to the Lender a revolving note dated January 27, 2025 in the~~ principal ~~amount of $2~~,~~000,000~~ ~~(the~~accrued ~~“Revolving Note”~~ and ~~such~~unpaid amount, the “Total Outstanding Amount”). This transaction is referred to as the “Financing”. We shall use the proceeds from the Financing for general corporate purposes, including but not limited to finance the expense of a Qualified Public Equity Offering (as defined below) and payment of certain items. Out of the Total Outstanding Amount, the Lender disbursed an initial loan amount of $700,000. The Revolving Note bears interest at the rate of 18% per annum interest accumulated as of September 30, 2025 was approximately $79,500. The Revolving Loan Agreement provides that it is a condition of the closing of the Financing that not less than three of the current members of our Board of Directors resign and that three nominees designated by the Lender (“Lender Board Member Candidates”) be appointed to the Board of Directors by the remaining members of the Board of Directors. The Revolving Loan Agreement also provides that we will use our reasonable best efforts to consummate an underwritten or “best efforts” public offering of not less than $5,000,000 by us of our Common Stock and/or any convertible security or warrant, option or other ~~right~~amounts towere ~~subscribe~~due ~~for or purchase any additional shares of our Common Stock (“Qualified Public Equity Offering”) as soon as practicable, and the Lender shall cooperate with us~~ in ~~connection~~full ~~therewith.~~on ~~If,~~January ~~despite the reasonable best efforts of the Borrower~~31, (x) a registration statement with respect to securities to be offered in a Qualified Public Equity Offering (the “QPEO S-1”) is not filed within 45 days following the initial Closing Date, or (y) a Qualified Public Equity Offering is not consummated within the earlier of (A) 120 days from the initial filing of the QPEO S-1 and (B) 30 days of a QPEO S-1 being declared effective by the SEC, then the Lender Board Member Candidates shall, upon the written request of the remaining members of the Board of Directors, resign from all of their respective positions on the Board of Directors2026.

As of ~~September~~March 3031, ~~2025~~2026, the Company ~~was~~had innot ~~compliance~~repaid ~~with~~the ~~all~~amounts ~~covenants~~due under the Revolving Loan Agreement. ~~The~~On ~~agreement~~April ~~includes~~1, ~~customary conditions and covenants~~2026, ~~including requirements related to board composition and~~ the Company’s ~~reasonable~~received ~~best efforts to complete~~ a ~~Qualified~~demand ~~Public~~letter ~~Equity~~from ~~Offering~~the ~~(“QPEO”)~~lender ~~within~~asserting ~~specified~~that ~~timeframes.~~the ~~Management~~Company iswas ~~actively~~in ~~pursuing~~default ~~such offering~~ and ~~does~~demanding ~~not~~payment ~~currently~~of ~~anticipate~~$1,014,675, ~~any~~consisting ~~default~~of or$700,000 ~~acceleration~~of ~~under~~principal, ~~the~~interest, ~~terms~~and ofdefault ~~the facility~~amounts.

~~Rescission Agreement with ImmunogenX~~-33-

In March 2024, we announced the closing of a merger with IMGX. As a result of the Merger, IMGX became a limited liability company and our wholly owned subsidiary. As consideration for the Merger we issued the former shareholders of IMGX (A) 36,830 shares of Common Stock of the Company and (B) 11,777.418 shares of Series G Preferred Stock. In addition, we assumed (i) all ImmunogenX stock options immediately outstanding prior to the Merger, each becoming an option to purchase Common Stock subject to adjustment pursuant to the terms of the merger agreement (the “Assumed Options”) and (ii) all ImmunogenX warrants immediately outstanding prior to the Merger, each becoming a warrant to purchase Common Stock subject to adjustment pursuant to the terms of the merger agreement (the “Assumed Warrants”). The Assumed Options are exercisable for an aggregate of 200,652 shares of Common Stock, have an exercise price of $0.81 and expire between February 1, 2031 and June 6, 2033. The Assumed Warrants are exercisable for an aggregate of 127,682 shares of Common Stock, have exercise prices ranging from $3.02 to $3.92 and expire between September 30, 2032 and September 6, 2033.

In March 2025, we announced that we entered into a rescission agreement (the “Rescission Agreement”), by and among the Company, IMGX and the former shareholders of IMGX (the “IMGX Shareholders”).

Under the terms of the Rescission Agreement, the parties have amicably determined that it is in their collective best interest to: (i) rescind the issuances of the of the shares of Common Stock and Series G Preferred Stock that the Company has issued to the IMGX Shareholders as part of the Merger, (ii) convey to the IMGX Shareholders all of the issued and outstanding Membership Interests of IMGX currently held by the Company, (iii) cancel the Assumed Options and Assumed Warrants; and (iv) provide for such additional agreements as are set forth therein.

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~~Pursuant~~On toMay ~~the terms of the Rescission Agreement (i) each Shareholder agreed to cancel~~14, ~~waive~~2026, ~~relinquish~~the ~~and~~Company ~~disclaim~~entered ininto ~~all~~a ~~respects~~Debt ~~any~~Settlement and ~~all~~Subscription ~~claims~~Agreement ~~and/or~~with ~~rights~~the tolender. ~~record~~Under ~~or beneficial ownership in and to~~ the ~~shares~~settlement ofagreement, ~~Common Stock and Series G Preferred Stock that~~ the Company ~~has~~agreed ~~issued~~ to ~~the~~satisfy ~~IMGX Shareholders as part of~~ the ~~Merger,~~outstanding asobligation ~~set~~through ~~forth in the Rescission Agreement,~~ (iii) ~~each~~a ~~Shareholder~~cash ~~agreed~~payment toof ~~cancel~~$800, ~~waive~~000, ~~relinquish~~consisting ~~and~~of ~~disclaim~~$700,000 inof ~~all~~principal ~~respects any~~ and ~~all~~$100,000 ~~claims~~of ~~and/or~~accrued ~~rights to record or beneficial ownership in and to the Assumed Options and Assumed Warrants as set forth in the Rescission Agreement~~interest, ~~including any Common Stock into which such Assumed Options~~ and ~~Assumed Warrants are not or ever have been converted or are convertible,~~ (~~iii~~ii) the ~~Company~~issuance ~~agreed~~of ~~to cancel~~71,482 ~~waive,~~shares ~~relinquish~~of ~~and~~common ~~disclaim~~stock inat ~~all~~a ~~respects~~deemed ~~any~~price ~~and~~of ~~all~~$3.25 ~~claims~~per ~~and/or~~share, ~~rights to record or beneficial ownership~~ in ~~and~~satisfaction ~~to the Membership Interests~~ of ~~IMGX,~~remaining ~~and~~accrued ~~(iv)~~interest ~~the~~obligations ~~Company will retain up to approximately $695,000~~ of ~~IMGX’s accounts payable, and IMGX will remain responsible for approximately~~ $9232,~~278,400 of IMGX’s secured debt~~315.

InPursuant ~~addition,~~to ~~under~~ the ~~terms of the Rescission Agreement~~agreement, the Company ~~shall~~paid ~~have~~$800,000 noin ~~obligation~~cash and ~~will~~issued ~~released~~71,482 ~~from~~shares ~~any~~of ~~and~~common ~~all~~stock ~~obligations~~at ~~with~~a ~~respect~~deemed toprice ~~the~~of ~~assets~~$3.25 orper ~~business~~share ofin ~~IMGX~~full ~~incurred~~satisfaction ~~after~~of the ~~Closing~~outstanding ~~Date,~~balance. asAs ~~defined~~a inresult, the ~~Rescission~~indebtedness ~~Agreement,~~has orbeen ~~prior~~fully tosatisfied ~~the~~and ~~Closing Date~~extinguished, ~~except~~and asthe ~~provided~~Company inno ~~the~~longer ~~Rescission~~has ~~Agreement,~~access ~~unless~~to ~~approved~~borrowings inunder ~~writing~~the byrevolving ~~the~~loan ~~Company~~agreement.

~~The obligations of each party to the~~ Rescission Agreement to consummate the transactions contemplated by the Rescission Agreement are subject to the fulfillment, at or prior to the Closing, as defined in the Rescission Agreement, of each of the conditions set forth in the Rescission Agreement, and among others, that (i) the Company shall have obtained approval of its shareholders for the transfer of the Membership Interests to the Shareholders, and the other consents, authorizations or approvals from the parties as set forth in the Rescission Agreement to consummate the transactions contemplated by this Agreement, (ii) the Shareholders shall have delivered a mutually satisfactory voting agreement agreeing to, including other things, vote the Shares held by them in favor of the transactions contemplated by the Rescission Agreement, and (iii) the Company shall have received a resignation letter from Jack Syage resigning from all positions with ~~the Company.~~ImmunogenX

~~The~~In ~~Rescission~~March Agreement may be terminated and the transactions contemplated thereby may be abandoned by the Company or the Shareholder Representative, as defined in the Rescission Agreement, if the transactions contemplated thereby shall not have been consummated by June 30, 2025, ~~unless~~ the Company ~~and~~entered ~~Shareholder~~into ~~Representative shall have consented to~~ a ~~subsequent~~rescission ~~date.~~agreement Onwith ~~June 30~~ImmunogenX, ~~2025,~~LLC ~~the~~(“IMGX”) ~~Company~~ and the ~~IMGX~~former ~~Shareholders~~shareholders ~~representative~~of ~~mutually~~IMGX ~~agreed~~to ~~that~~unwind the ~~transactions~~Company’s ~~contemplated~~March by2024 ~~the~~acquisition ~~Rescission~~of ~~Agreement~~IMGX. ~~may~~The berescission ~~consummated~~transaction onwas orcompleted ~~prior~~on to December 31, 2025.

InAs ~~July~~a ~~2025,~~result weof ~~announced~~ the werescission, ~~entered~~IMGX ~~into~~is anno ~~amendment~~longer toa ~~the~~subsidiary ~~Rescission~~of ~~Agreement, by and among~~ the Company, ~~IMGX~~ and the ~~IMGX~~Company ~~Shareholders~~no ~~(“Rescission~~longer ~~Agreement~~holds ~~Amendment”),~~any ~~whereby~~ownership ~~the~~interest ~~parties~~in toIMGX. ~~the~~The ~~Rescission~~Company ~~Agreement~~also ~~Amendment~~no ~~agreed~~longer toowns ~~add~~or ~~additional~~develops ~~shareholder~~the ~~representations~~Latiglutenase and ~~warranties,~~CypCel ~~including~~programs ~~providing~~that ~~for~~were anpreviously ~~accredited~~part ~~investor~~of ~~representation~~the byIMGX ~~each Shareholder~~business.

In connection with the rescission, the Company returned or cancelled the equity consideration previously issued to the former IMGX shareholders, including common stock and Series G preferred stock, and cancelled the assumed IMGX options and warrants. Following the closing of the rescission transaction, the Company retained certain agreed obligations, while IMGX and/or its former shareholders remained responsible for certain IMGX liabilities, including secured debt obligations.

For the three months ended March 31, 2026, IMGX was not included in the Company’s consolidated results.

Liquidity and Capital Resources

To date, we have ~~not~~ generated ~~any~~limited revenues and have experienced net losses and negative cash flows from our activities.

As of ~~September~~March 3031, ~~2025~~2026, we had cash and cash equivalents of approximately $~~2.5 million~~386,000 and ~~had~~an ~~sustained~~accumulated ~~cumulative~~deficit ~~losses attributable to common stockholders~~ of approximately $3212.71 million. We have ~~closed on a revolving loan agreement in the principal amount of $2.0 million. We have~~ not yet achieved profitability and anticipate that we will continue to incur net losses for the foreseeable future. WeFollowing ~~expect~~the ~~that~~acquisition ~~our~~of ~~expenses~~Grid ~~will~~AI ~~continue~~Corp. ~~to grow~~ and, asthe arescission ~~result,~~of wethe ~~will~~IMGX ~~need~~transaction, toour ~~generate~~liquidity ~~significant~~needs ~~product~~include ~~revenues~~public tocompany ~~achieve profitability. We may never achieve profitability. As such~~costs, weoperating ~~are~~costs ~~dependent~~related ~~on obtaining, and are continuing~~ to ~~pursue,~~ the ~~necessary~~Grid ~~funding~~AI ~~from~~and ~~outside~~AMPX ~~sources~~business, ~~including~~debt ~~obtaining~~service, ~~additional~~professional ~~funding from the sale of securities in order to continue our operations. Without adequate funding~~fees, weand ~~may~~costs ~~not~~related ~~be able~~ to ~~meet~~maintaining ~~our~~and ~~obligations.~~developing ~~We believe these conditions may raise substantial doubt about~~ our ~~ability~~remaining toAdrulipase ~~continue as a going concern~~program.

~~Our~~We ~~primary~~remain ~~sources~~dependent ofon ~~liquidity~~obtaining ~~come~~additional ~~from~~working capital ~~raises~~funding ~~through~~from ~~additional~~the sale of equity and/or debt ~~financings.~~securities, ~~This~~warrant ~~may~~exercises, bestrategic ~~impacted~~transactions, bycommercial ~~geopolitical events~~arrangements, ~~including~~or ~~war~~other sources of financing in ~~Ukraine~~order to continue operations and inexecute ~~the~~our ~~Middle~~business ~~East~~plan. Without adequate funding, ~~which~~we ~~are~~may ~~evolving~~not ~~and~~be ~~could~~able ~~negatively~~to ~~impact~~meet our ~~ability~~obligations toas they become due. These conditions raise ~~additional~~substantial ~~capital~~doubt inabout ~~the~~our ~~future~~ability to continue as a going concern.

~~-38-~~Our primary sources of liquidity have been capital raises through equity and debt financings. During 2025 and 2026, we also entered into promissory note arrangements and other financing transactions to fund working capital needs. Our ability to raise additional capital may be affected by market conditions, our operating performance, our Nasdaq listing status, the trading price of our common stock, our capital structure, and broader macroeconomic and geopolitical conditions.

We expect to incur expenditures in the foreseeable future related to the operation and development of the Grid AI and AMPX business, maintenance of our public company infrastructure, professional fees, financing costs, debt service, and, subject to available capital, development activities related to Adrulipase. Our failure to raise capital as and when needed would have a material adverse impact on our financial condition, our ability to meet obligations, and our ability to pursue our business strategies.

We may seek funds through additional equity and/or debt financings, warrant exercises, strategic or commercial arrangements, asset sales, or other sources of financing. Future equity or equity-linked financings may be dilutive to existing stockholders. There can be no assurance that additional financing will be available on acceptable terms or at all.

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We have funded our operations to date primarily through the issuance of debt, convertible debt securities, preferred stock, as well as the issuance of Common Stock in various public offerings and private placement transactions. We expect to incur substantial expenditures in the foreseeable future for the development of Adrulipase. We will require additional financing to develop our product candidate, run clinical trials, prepare regulatory filings and obtain regulatory approvals, fund operating losses, and, if deemed appropriate, establish manufacturing, sales and marketing capabilities. Our current financial condition raises substantial doubt about our ability to continue as a going concern. Our failure to raise capital as and when needed would have a material adverse impact on our financial condition, our ability to meet our obligations, and our ability to pursue our business strategies. We will seek funds through additional equity and/or debt financings, collaborative or other arrangements with corporate sources, or through other sources of financing.

Although we are primarily focused on the development of our product candidate, Adrulipase, we are also opportunistically focused on expanding our product pipeline of clinical assets through collaborations, and also through acquisitions of products and companies. We are continually evaluating potential asset acquisitions business combinations, and other partnership opportunities. To finance such acquisitions, we might raise additional equity capital, incur additional debt, or both.

Our ability to issue securities is subject to market conditions. Each issuance under the shelf registration statements will require the filing of a prospectus supplement identifying the amount and terms of the securities to be issued.

Debt Obligations

Revolving line of credit

Effective January 31, 2025, wethe Company entered into a Revolving Loan Agreement dated January 27, 2025 ~~(the~~with ~~“Revolving~~1396974 ~~Loan~~BC ~~Agreement”)~~Ltd., ~~with a Lender~~ pursuant to which the ~~Lender~~lender agreed to make loans to ~~us. Pursuant to and under~~ the ~~terms~~Company. ofUnder the Revolving Loan Agreement, ~~we issued to~~ the ~~Lender~~lender amade ~~revolving~~an ~~note~~initial ~~dated~~advance ~~January 27, 2025 in the principal amount~~ of $2700,000~~,000~~ ~~(the “Revolving Note” and such amount, the “Total Outstanding Amount”). This transaction is referred~~ to as the ~~“Financing”~~Company. We shall use the proceeds from the Financing for general corporate purposes, including but not limited to finance the expense of a Qualified Public Equity Offering (as defined below) and payment of certain items. Out of the Total Outstanding Amount, the Lender disbursed an initial loan amount of $700,000. The Revolving Note bears interest at ~~the~~a rate of 18% per annum ~~interest accumulated as of September 30, 2025 was approximately $79,500~~.

InAll ~~connection~~outstanding ~~with the IMGX acquisition~~principal, weaccrued ~~assumed~~interest aand ~~revolving~~other ~~line~~amounts ofunder ~~credit. In October 2022, IMGX entered into a credit agreement, which allowed for a revolving line of credit (~~the ~~“Revolver”)~~Revolving ~~for~~Loan ~~borrowings~~Agreement upwere todue ~~$6.0 million, maturing~~ on ~~October~~January 131, ~~2024, and bearing interest per annum of the prime rate plus 4~~2026.~~5%.~~ The ~~credit~~Company ~~agreement~~did ~~was~~not ~~amended~~repay ~~in September 2023 (~~the ~~“First~~amounts ~~Amendment”)~~due toat ~~increase the maximum borrowings of the Revolver to $7~~maturity.5 ~~million.~~On ~~The~~April ~~credit~~1, ~~agreement was amended and restated on March 13~~2026, ~~2024 (~~the ~~“Second~~Company ~~Amendment”).~~received ~~Terms under the Second Amendment include~~ a ~~maturity~~demand ~~date~~letter offrom ~~September~~the ~~13,~~lender ~~2025,~~asserting ~~interest~~that ~~per annum of~~ the ~~prime~~Company ~~rate~~was ~~plus~~in ~~6.0%,~~default and nodemanding ~~further~~payment ~~draws on the line~~ of ~~credit after March 13~~$1, ~~2024. As of September 30~~014, ~~2024, the Revolver and accrued interest has been reclassified to liabilities of the disposal group held for sale~~675.

On May 14, 2026, the Company entered into a Debt Settlement and Subscription Agreement with the lender. Under the settlement agreement, the Company agreed to satisfy the outstanding obligation through a cash payment of $800,000, consisting of $700,000 of principal and $100,000 of accrued interest, and the issuance of 71,482 shares of common stock at a deemed price of $3.25 per share in satisfaction of remaining accrued interest obligations of $232,315. Following the settlement, the Company no longer has access to the revolving loan facility.

Promissory notes

InAs ~~connection~~of ~~with~~March ~~the~~31, ~~IMGX acquisition~~2026, wethe ~~assumed~~Company ~~two~~had outstanding promissory notes, ~~one~~and ~~of which is with a~~ related ~~party.~~financing ~~The~~obligations ~~notes~~classified ~~are~~as ~~each~~current ~~in the amount of $0~~liabilities.5 ~~million,~~These ~~accrue~~obligations ~~interest~~included atpromissory anotes ~~rate~~issued ofin ~~the~~connection ~~prime~~with ~~rate~~financing ~~plus~~arrangements ~~4.5%~~entered ~~per~~into ~~annum,~~during ~~and have a maturity date of September 30,~~ 2025. Asand ~~of September 30~~2026, ~~2024,~~including ~~the promissory~~ notes ~~and~~issued ~~all~~together ~~accrued~~with ~~interest~~warrants ~~has been reclassified~~ to ~~liabilities~~purchase shares of the ~~disposal~~Company’s ~~group~~common ~~held for sale~~stock.

~~EIDL~~The ~~loan~~Company continues to evaluate repayment, refinancing, restructuring, settlement, or equity-linked alternatives with respect to its outstanding indebtedness. There can be no assurance that the Company will be able to refinance or settle these obligations on acceptable terms or at all.

~~In connection with the~~ IMGX ~~acquisition,~~debt we assumed an EIDL loan with a principal balance of $0.5 million bearing interest of 3.75% per annum, with interest payable monthly in arrears. All unpaid principal and interest are due at maturity on June 30, 2050. As of September 30, 2024, the EIDL loan and all accrued interest has been reclassified to liabilities of the disposal group held for sale.obligations

~~-39-~~In connection with the rescission of the IMGX transaction completed on December 31, 2025, IMGX is no longer a subsidiary of the Company. Accordingly, IMGX debt obligations, including the former IMGX revolving credit facility, promissory notes, and EIDL loan, are no longer obligations of the consolidated Company, except for any obligations expressly retained by the Company under the rescission arrangements.

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Financial Operations Overview

The Company operates through two reportable segments: (i) its artificial intelligence-driven energy technology business (“AI Segment”) and (ii) its legacy biotechnology operations focused on gastrointestinal therapies (“GI Segment”). The AI Segment consists of operations conducted through Grid AI Corp. and its subsidiaries, including AMPX, while the GI Segment reflects the Company’s retained biopharmaceutical development activities, including Adrulipase. Management evaluates performance and allocates resources across these segments based on strategic priorities and expected returns.

Revenue

~~To date~~Historically, wethe ~~have~~Company’s ~~not~~legacy ~~generated~~GI ~~any~~Segment did not generate revenue from the sale of ~~our~~approved ~~product~~biopharmaceutical ~~candidates or otherwise~~products. InFollowing the ~~future,~~acquisition weof ~~expect~~Grid ~~that~~AI weCorp. ~~will~~on ~~seek~~September to30, ~~generate revenue primarily from product sales~~2025, ~~but~~the weCompany ~~may~~began ~~also~~generating ~~generate non-product~~ revenue ~~from~~within ~~sources~~its ~~including,~~AI ~~but~~Segment ~~not~~from ~~limited~~operations ~~to,~~conducted ~~research~~through ~~funding,~~Grid ~~development~~AI ~~and milestone payments, and royalties on future product sales in connection with any out-license or other strategic relationships and/or government grants we may establish~~Corp. ~~Our product candidates are at an early stage of development~~ and ~~may never be successfully developed or commercialized~~AMPX.

~~Research~~For ~~and~~the ~~Development~~three ~~Expense~~months ended March 31, 2026, the Company recognized revenue of $38,208, all of which was attributable to the AI Segment. The GI Segment did not generate product revenue during the period.

Conducting research and development is central to our business. Historically, the majority of our research and development expenses have been focused on the development of Adrulipase, Niclosamide, Capeserod and Latiglutenase. Research and development expenses consist primarily of internal and external costs incurred for our development activities, which include, among other things:-35-

● personnel-related costs, which include salaries, benefits, and stock-based compensation expense;

● fees paid to third parties for services directly related to our drug development and regulatory efforts;

● Expenses incurred under agreements with clinical research organizations (“CROs”), investigative sites and consultants and contractors that conduct or provide other services relating to our clinical trials and research activities;

● the cost of acquiring drug product, drug supply and clinical trial materials from contract development and manufacturing organization (“CDMOs”) and third-party contractors;

● costs associated with preclinical and non-clinical activities;

● payments and other costs in connection with the acquisition our product candidates under licensing agreements; and

● amortization of intangible assets, including patents, in-process research and development and license agreements.

● Costs incurred in connection with research and development activities are expensed as incurred.

We expect our research and development expenses to increase for the foreseeable future as we focus our efforts on the clinical development of our product candidates, including Adrulipase, through late-stage clinical trials, as well as chemistry, manufacturing and controls (“CMC”) efforts. The process of conducting non-clinical studies and clinical trials necessary to obtain regulatory approval is costly and time-consuming. It is difficult to determine with certainty the duration and costs of any non-clinical study or clinical trial that we may conduct. In addition, if our product development efforts are successful, we expect to incur substantial costs to prepare for potential commercialization of any late-stage product candidates and, in the event any of our product candidates receives regulatory approval, to potentially fund the launch and sales and marketing efforts of the product.

The probability of success for any of our current or future product candidates will depend on numerous factors, including competition, manufacturing capability and commercial viability. We will determine which programs to pursue and how much to fund each program in response to the scientific and clinical success of each drug candidate, as well as an assessment of each drug candidate’s commercial potential.

We do not record or maintain information regarding costs incurred in research and development on a program or project specific basis. Our research and development staff, outside consultants, contractors, CROs, and CDMOs are deployed across several programs and/or indications. Additionally, many of our costs are not attributable to individual programs and/or indications. Therefore, we believe that allocating costs on the basis of time incurred by our personnel does not accurately reflect the actual costs of a project.

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~~General~~Looking forward, the Company expects its revenue profile to differ from prior periods as a result of the inclusion of Grid AI Corp. and ~~Administrative~~AMPX. ~~Expense~~With respect to the Company’s retained legacy biopharmaceutical operations, the Company has not generated revenue from product sales and does not expect to do so unless and until a product candidate receives regulatory approval and is successfully commercialized. The Company may also seek to generate revenue in the future from strategic relationships, licensing arrangements, milestone payments, service arrangements, grants, or other sources, although there can be no assurance that any such revenue will be realized.

General and administrative expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation, related to our executive, finance, business development and support functions, legal fees relating to both intellectual property and corporate matters, insurance, costs associated with operating as a public company, including corporate communications and investor relations expense, information technology, professional fees for accounting, auditing and other professional services, and facility-related costs.

We anticipate our general and administrative expenses to increase for the foreseeable future to support of our expanded research and development activities, intellectual property, patent and corporate legal expense, insurance, and costs associated with operating as a public company, including corporate communications and investor relations expense. Additional increases in general and administrative expenses are expected in connection with increased business development efforts, including potential partnership and/or collaboration agreements and financing activities, expanding infrastructure, including information technology administration, and the hiring of additional personnel and consultants, among other expenses.

Consolidated Results of Operations for the Three Months Ended September 30, 2025 and 2024

The following table summarizes our consolidated results of operations for the periods indicated:


	Three Months Ended
	September 30,				Increase
	2025		2024		(Decrease)
Operating expenses:
Research and development expenses	$	6,673	$	206,999	$	(200,326)
General and administrative expenses		928,114		1,685,608		(757,494)
Total operating expenses		934,787		1,892,607		(957,820)
Other expenses		(36,069)		2,645		33,424
Loss before Income tax expense		(970,856)		(1,895,252)		924,396
Income Tax Expense		—		—		—
Loss from continued operations	$	(970,856)	$	(1,895,252)	$	924,396
Loss from discontinued operations		(181,953)		(685,719)		503,766
Net income (loss)	$	(1,152,809)	$	(2,580,971)	$	1,428,162

Revenues

We have not yet achieved revenue-generating status from any of our product candidates. Since inception, we have devoted substantially all of our time and efforts to acquiring and developing our product candidates, including Adrulipase, Niclosamide, Capeserod and Latiglutenase. As a result, we did not have any revenue during the three months ended September 30, 2025 and 2024, respectively.

Research and Development Expense

Research and development expenses for the three months ended ~~September~~March 3031, ~~2025~~2026 ~~totaled~~related ~~approximately~~primarily ~~$6,673,~~to athe ~~decrease~~Company’s AI Segment and consisted primarily of ~~approximately~~costs ~~$0.2~~associated ~~million,~~with ~~over~~the development of the ~~approximately~~Company’s $0artificial intelligence-driven energy optimization platforms, digital infrastructure solutions, and related technology initiativs.2 ~~million~~A ~~recorded~~smaller ~~for~~portion of research and development expenses related to the ~~three~~Company’s ~~months~~retained ~~ended~~biopharmaceutical ~~September~~development 30activities, ~~2024~~including Adrulipase.

WeFollowing ~~expect~~the ~~research~~discontinuation of certain legacy biotechnology programs and the completion of the rescission transaction involving ImmunogenX, LLC on December 31, 2025, Adrulipase is the Company’s only remaining active biotechnology development ~~expenses~~program. toThe ~~increase~~Company ~~during~~no longer owns or develops the ~~remainder~~Latiglutenase ofor ~~this~~CypCel ~~fiscal~~programs, ~~year~~and is no longer developing Capeserod or Niclosamide.

Research and development expenses generally include internal and external costs incurred in connection with product development, regulatory activities, consultants, professional fees and personnel-related expenses, contractors, contract, contract development and manufacturing organizations, drug substance, drug product, clinical materials, preclinical activities, non-clinical activities, and other costs associated with maintaining or evaluating retained development assets in the GI and AI Segments.

For the three months ended March 31, 2026, research and development expenses were $631,380, consisting of $627,756 incurred by the AI Segment and $3,624 incurred by the GI Segment. Research and development activities during the period were primarily attributable to the AI Segment.

Management expects the level and composition of research and development expense to depend on available capital, strategic priorities, and future decisions regarding the Adrulipase program.

General and Administrative Expense

General and administrative expenses ~~include~~consist ~~expenses~~ primarily ~~relating~~of topersonnel-related ~~our~~expenses, ~~overall~~including ~~operations~~salaries, benefits and ~~being~~stock-based acompensation, ~~public~~related ~~company~~to executive, ~~including~~finance, ~~personnel~~business development, legal, compliance and ~~financial~~other ~~professional~~administrative ~~services,~~functions. ~~insurance,~~General ~~corporate~~and ~~communications~~administrative ~~and~~expenses ~~investor~~also ~~relations~~include legal fees relating to corporate, ~~listing~~transactional, governance and ~~compliance~~intellectual ~~related~~property matters, insurance, information technology costs, ~~rent~~professional fees for accounting, auditing, tax and ~~expenses~~other ~~associated~~advisory ~~with~~services, ~~obtaining~~public ~~and~~company ~~maintaining~~costs, ~~intellectual~~including ~~property~~corporate communications and ~~patents~~investor relations expenses, ~~among~~and ~~others~~facility-related costs.

General and administrative expenses ~~for~~increased ~~the~~in ~~three~~importance ~~months~~during ~~ended~~2025 ~~September~~as ~~30,~~a ~~2025~~result ~~totaled~~of ~~approximately~~the ~~$0.9~~Company’s ~~million~~acquisition of Grid AI Corp., athe ~~decrease~~integration of ~~approximately~~the $0Grid AI Corp.8 ~~million,~~and orAMPX ~~46%~~business, ~~over~~changes ~~the~~in ~~approximately~~management ~~$1.7~~and ~~million~~board ~~recorded~~composition ~~for~~and the ~~three~~continued ~~months~~requirements ~~ended~~of ~~September~~operating ~~30,~~as ~~2024~~a public company.

~~-41-~~We expect general and administrative expenses to remain significant and they may increase in future periods as we continue to support the operation and integration of the Grid AI Corp. and AMPX business, satisfy public company reporting and compliance obligations and incur costs associated with corporate governance, legal, accounting, finance, investor relations and information technology infrastructure.

General and administrative expenses may also increase in connection with business development initiatives, financing activities, strategic transactions, integration efforts and the expansion of our administrative and operational infrastructure, including the engagement of additional personnel, consultants and outside service providers. General and administrative expenses support both the AI Segment and the GI Segment and are managed on a consolidated basis.

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~~The~~Liquidity ~~decrease of approximately $0.8 million in total general~~ and ~~administrative~~Capital ~~expenses was primarily attributable to a decrease of $0.6 million related to a decrease in overall headcount, and reduction in D&O insurance of $0.2 million, approximately.~~ Resources

~~Other~~To ~~Expenses~~date, we have not generated revenue from product sales and have experienced net losses and negative cash flows from operations. Our historical operations were funded primarily through sales of equity securities, equity-linked securities and debt financings. In 2025, our business changed significantly as a result of the acquisition of Grid AI Corp. and the completion of the rescission transaction involving ImmunogenX, LLC. Notwithstanding those transactions, as of March 31, 2026, we remained dependent on external sources of capital to fund our operations, satisfy our obligations and execute our business plan. Our capital requirements reflect the combined needs of both the AI Segment and the GI Segment, including funding for platform development, operations and integration activities within the AI Segment and potential future development activities within the GI Segment.

~~Other~~As ~~expenses~~of ~~for~~March ~~the~~31, ~~three~~2026, ~~months~~we ~~ended~~had ~~September~~cash ~~30,~~and ~~2025~~cash ~~related~~equivalents toof ~~the~~approximately ~~write~~$0.4 ~~down~~million working capital deficit of ~~the~~approximately ~~right~~$13.6 million, and an accumulated deficit of ~~use~~approximately ~~asset~~$212.1 ~~see~~million. ~~note~~We 13have not yet achieved profitability and expect to continue to incur losses for the ~~interest~~foreseeable ~~expense~~future. Our future capital needs will depend on a number of factors, including the ~~revolving~~operating ~~loan~~requirements of ~~$31~~the GridAI and AMPX business,~~500~~ our corporate overhead, debt service obligations, public company costs and the extent to which we seek to preserve, resume or advance development activities relating to Adrulipase.

~~Loss~~Our ~~from~~liquidity ~~discontinued~~has ~~operations~~been, and we expect will continue to be, dependent on access to outside capital. We may seek additional funds through public or private offerings of equity or debt securities, exercises of outstanding warrants, strategic transactions, commercial partnerships, licensing arrangements, asset sales or other financing alternatives. The availability and terms of financing will depend on many factors, including market conditions, our operating performance, investor sentiment, Nasdaq listing status, the trading price of our Common Stock, our capital structure and broader macroeconomic and geopolitical conditions.

~~Loss~~In ~~from~~January ~~discontinued~~2025, ~~operations~~we ~~for~~entered ~~the~~into ~~three~~a ~~months~~revolving ~~ended~~loan ~~September~~arrangement ~~30,~~that ~~2025~~provided for borrowings of up to $0.2.0 million. The facility bears interest at a high rate and $0matures on January 31, 2026.7 ~~million~~As of April 1, 2026, the Company was in default under the revolving loan arrangement as a result of its failure to repay amounts due at maturity, and the lender has issued a demand for ~~September~~repayment 30of the outstanding amounts. On May 14, ~~2024~~2026, ~~represents~~GridAI ~~expenses~~Technologies Corp. entered into a Debt Settlement and Subscription Agreement with 1396974 BC Ltd. to settle the outstanding indebtedness, consisting of principal and accrued interest related to a revolving loan agreement dated January 27, 2025. Pursuant to the ~~disposal~~agreement, ~~group~~the ~~that~~Company ~~was~~paid ~~classified~~$800,000 asin ~~held~~cash ~~for~~and ~~sale~~issued 71,482 shares of common stock at a deemed price of $3.25 per share in full satisfaction of the outstanding balance. As a result, the indebtedness has been fully satisfied and extinguished, and the Company no longer has access to borrowings under the revolving loan agreement.

~~Net~~During ~~income~~2025, ~~(loss)~~we also completed the acquisition of Grid AI Corp., which expanded our operations beyond our legacy life sciences activities to include software-enabled energy orchestration and grid-edge platform activities through Grid AI Corp. and AMPX. In addition, on December 31, 2025, we completed the rescission transaction involving ImmunogenX, LLC, pursuant to which that business ceased to be our subsidiary. Following the rescission, we no longer held any ownership interest in ImmunogenX, although we retained certain liabilities as set forth in the related transaction documents. As a result of these transactions, our liquidity and capital resource profile at year-end 2025 differed materially from prior periods.

AsWe aexpect ~~result~~to ofcontinue to incur substantial expenditures in the ~~factors~~foreseeable ~~above~~future, ~~our~~including ~~net~~expenditures ~~loss~~relating ~~for~~to operation and integration of the ~~three~~Grid ~~months~~AI ~~ended~~Corp. ~~September~~and 30AMPX business, ~~2025~~maintenance ~~totaled~~of ~~approximately~~our ~~$1.2~~public ~~million~~company infrastructure, aprofessional ~~decrease~~fees, debt service and evaluation of ~~approximately~~strategic $1and financing alternatives.4 ~~million~~In addition, oralthough ~~54%,~~Adrulipase ~~over~~remains ~~the~~our ~~net~~principal ~~loss~~retained legacy biopharmaceutical asset, any meaningful advancement of ~~approximately~~that ~~$2.6~~program ~~million~~would ~~recorded~~require ~~for~~substantial ~~the~~additional ~~three~~capital ~~months~~for ~~ended~~manufacturing, ~~September~~clinical 30development, ~~2024~~regulatory activities and related support functions.

~~Consolidated~~Because ~~Results~~we ofdo ~~Operations~~not ~~for~~currently generate revenue from approved pharmaceutical product sales and because the ~~Nine~~Grid ~~Months~~AI ~~Ended~~Corp. ~~September~~and 30AMPX business remains in an early stage within our consolidated structure, ~~2025~~we expect to continue to rely on external capital resources. If we are unable to obtain additional financing when needed, on acceptable terms or at all, we may be required to delay, reduce or terminate operating activities, defer strategic initiatives, reduce headcount, dispose of assets, restructure obligations or pursue other alternatives that may materially adversely affect our business, financial condition and ~~2024~~results of operations.

Our access to capital may also be adversely affected by factors beyond our control, including inflation, interest rates, capital markets volatility, geopolitical conflicts, supply chain disruption and changing investor sentiment toward small-cap public companies, biotechnology issuers, emerging energy technology companies or issuers with complex capital structures.

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Based on our cash position, operating plans, debt obligations and expected cash requirements, management concluded that substantial doubt existed regarding our ability to continue as a going concern for a period of one year from the date of issuance of the financial statements, unless we are able to obtain additional capital or otherwise improve liquidity. The accompanying financial statements have been prepared assuming that we will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

Our ability to issue additional securities will depend on market conditions, the availability of effective registration statements or applicable exemptions from registration, stockholder approval requirements, Nasdaq rules and the terms of our existing securities and financing arrangements. Future equity or equity-linked financings may be dilutive to existing stockholders and may include rights, preferences or privileges senior to those of our Common Stock.

Condensed Consolidated Results of Operations for the Three Months Ended March 31, 2026 and 2025

The following table summarizes our consolidated results of operations for the periods indicated:


	Nine Months Ended
	September 30,				Increase
	2025		2024		(Decrease)
Operating expenses:
Research and development expenses	$	32,080	$	882,522	$	(850,442)
General and administrative expenses		2,362,957		13,535,241		(11,172,284)
Total operating expenses		2,395,037		14,417,763		(12,022,726)
Total other income (expense)		(198,855)		7,184		191,671
Loss before Income tax expense		(2,593,892)		(14,424,947)		11,831,055
Income Tax Expense		—		10,604,640		10,604,640
Loss from continued operations	$	(2,593,892)	$	(3,820,307)	$	1,226,415
Loss from discontinued operations		(816,808)		(2,000,760)		1,183,952
Net income (loss)	$	(3,410,700)	$	(5,821,067)	$	2,410,367


		Three Months Ended
		March 31,						Increase
		2026			2025			(Decrease)
Revenue		$	38,208		$	—		$	38,208
Cost of Service			651,948			—			651,948
Gross Margin			(613,740)			—			(613,740)
Operating expenses:
Research and development expenses		$	631,380		$	15,827		$	615,553
General and administrative expenses			2,369,378			805,559			1,563,819
Total operating expenses			3,000,758			821,386			2,179,372
Loss of operations			(3,614,498)			(821,386)			(2,793,112)
Other (expense) income:
Interest expense, net			(522,100)			(17,902)			(504,198)
Other income (expense)			400,267			(108,817)			509,084
Total other expense			(121,833)			(126,719)			4,886
Loss from continued operations		$	(3,736,330)		$	(948,105)		$	(2,788,225)
Loss from discontinued operations			—			(311,515)			311,515
Income tax benefit			(297,629)			—			(297,629)
Net loss		$	(3,438,702)		$	(1,259,620)		$	(2,179,082)

Revenues

WeHistorically, ~~have~~we did not ~~yet~~generate ~~achieved~~ revenue~~-generating~~ ~~status~~ from ~~any~~the sale of ~~our~~approved ~~product~~biopharmaceutical ~~candidates.~~products ~~Since~~and ~~inception, we have~~ devoted substantially all of our time and efforts to acquiring and developing our product ~~candidate~~candidates, ~~Adrulipase.~~including ~~As a result~~Adrulipase, ~~we did not have any revenue during the nine months ended September 30~~Niclosamide, ~~2025~~Capeserod and ~~2024, respectively~~Latiglutenase.

~~Research~~Following the acquisition of Grid AI Corp. on September 30, 2025, the Company began generating revenue within its AI Segment from energy technology operations conducted through Grid AI Corp. and ~~Development~~AMPX. ~~Expense~~Accordingly, during the three months ended March 31, 2026, the Company recognized revenue of $38,208 related to software-enabled energy orchestration, optimization, dispatch, monitoring and related service offerings. No revenue was recognized during the three months ended March 31, 2025.

~~Research~~With ~~and~~respect ~~development~~to ~~expenses~~our ~~for~~legacy ~~the~~GI ~~nine~~Segment ~~months~~operations, ~~ended~~we ~~September~~have ~~30,~~not ~~2025~~generated ~~totaled~~revenue ~~approximately~~from ~~$32,080,~~product asales ~~decrease~~and ofdo ~~approximately~~not ~~$0.9~~expect ~~million,~~to ~~over~~do ~~the~~so ~~approximately~~unless ~~$0.9~~and ~~million~~until ~~recorded~~a ~~for~~product ~~the~~candidate ~~nine~~receives ~~months~~regulatory ~~ended~~approval ~~September~~and ~~30,~~is ~~2025~~successfully commercialized.

~~The~~Cost ~~decrease in research and development expenses~~ of ~~$0.9 due to primarily attributable to a decrease in clinical related expenses.~~Services

WeCost ~~expect~~of ~~research~~Services ~~and~~for ~~development~~the ~~expenses~~three months ended March 31, 2026 was approximately $652,000, compared to no cost of services for the three months ended March 31, 2025. The increase ~~during~~was attributable to costs associated with revenue-generating operations within the ~~remainder~~AI Segment following the acquisition of ~~this~~Grid ~~fiscal~~AI ~~year~~Corp.

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Research and Development Expense

Research and development expenses for the three months ended March 31, 2026 totaled $631,380, an increase of approximately $616,000, or 3,889%, compared to approximately $16,000 recorded for the three months ended March 31, 2025. The increase in research and development expenses was primarily attributable to the acquisition of the Company’s AI Segment in September 2025, which resulted in increased technology and platform development activities related to artificial intelligence-driven energy optimization platforms, digital infrastructure solutions, and related personnel and professional service costs.

General and Administrative Expense

General and administrative expenses ~~include~~for ~~expenses~~the ~~primarily~~three ~~relating~~months toended ~~our~~March ~~overall operations and being a public company~~31, ~~including~~2026 ~~personnel,~~totaled ~~legal~~approximately ~~and~~$2.4 ~~financial professional services~~million, ~~insurance,~~an ~~corporate~~increase ~~communication~~of ~~and~~approximately ~~investor~~$1.6 ~~relations~~million, ~~listing~~or ~~and compliance related costs~~194%, ~~rent,~~compared ~~and~~to ~~expenses~~approximately ~~associated~~$0.8 ~~with~~million ~~obtaining~~recorded ~~and~~for ~~maintaining~~the ~~intellectual~~three ~~property~~months ~~and~~ended ~~patents~~March 31, ~~among others~~2025.

~~General~~The increase in general and administrative expenses ~~for~~was primarily attributable to costs associated with the ~~nine~~acquisition ~~months~~and ~~ended~~integration ~~September~~of 30Grid AI Corp. and AMPX, ~~2025~~increased ~~totaled~~professional ~~approximately~~fees, ~~$2.4~~public ~~million~~company expenses, afinancing ~~decrease~~activities, oflegal ~~approximately~~and ~~$11.2~~accounting ~~million~~costs, orcompensation-related ~~83%~~expenses, ~~over~~and the ~~approximately~~operational ~~$13.5~~and ~~million~~administrative ~~recorded~~infrastructure ~~for~~required to support the ~~nine~~Company’s ~~months~~expanded ~~ended~~business ~~September~~activities ~~30,~~following ~~2024~~the Grid AI acquisition.

~~The~~Total ~~decrease~~other ofIncome approximately $11.2 million in total general and administrative expenses was primarily attributable to a decrease of $4.2 million of non-cash expense recorded for the Tungsten financial advisor fees related to IMGX merger, decrease of legal fees of $1.0 million, $1.5 million related to a decrease in overall headcount, $1.7 million in share-based compensation for consultants and $0.3 million decrease for employees, and $1.2 million in public company fees, $0.3 million in personnel related costs and $0.5 million in professional fees and reduction in D&O coverage $0.5 million.(Expense)

~~Other~~Total ~~Expenses~~other expense for the three months ended March 31, 2026 totaled approximately $0.1 million, compared to approximately $0.1 million for the three months ended March 31, 2025. This has remained consistent with the three months ended March 31, 2025. Interest expense of approximately $0.5 million was partially offset by other income of approximately $0.4 million, primarily related to a tax credit receivable.

~~Other~~Loss ~~expenses~~from ~~for~~Continuing ~~the nine months ended September 30, 2025 related to the write down of the right of use asset (see note 13) and the interest expense on the revolving loan of $79,500.~~Operations

Loss from continuing operations for the three months ended March 31, 2026 totaled approximately $3.7 million, an increase of approximately $2.8 million, or 294%, compared to a loss from continuing operations of approximately $0.9 million for the three months ended March 31, 2025.

The increase was primarily attributable to increased research and development expenses, higher general and administrative expenses, increased interest expense and costs associated with newly acquired revenue-generating AI operations, government grant income and Research and Development tax credit.

Loss from discontinued operations

There was no loss from discontinued operations for the three months ended March 31, 2026. Loss from discontinued operations for the ~~nine~~three months ended ~~September~~March 3031, 2025 ofwas approximately $0.83 million ~~and~~related ~~$2.0~~primarily ~~million~~to the ImmunogenX business, which had previously been classified as held for ~~September~~sale 30and was ultimately disposed of through the rescission transaction completed on December 31, ~~2024~~2025. ~~represents~~As ~~expenses~~a ~~related~~result, tothis line item reflects the ~~disposal~~operating ~~group~~results ~~that~~and ~~was~~other ~~classified~~effects asof ~~held~~that disposal group for ~~sale~~the applicable periods.

Income Tax Benefit

Income tax benefit for the three months ended March 31, 2026 was approximately $0.3 million, compared to no income tax benefit for the three months ended March 31, 2025 The increase was primarily attributable to the recognition of deferred tax benefits associated with the Company’s operations.

Net income (loss)

As a result of the factors above, our net loss for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 totaled approximately $3.4 million, aan ~~decrease~~increase of approximately $2.42 million, or 41173%, ~~over~~compared ~~the~~to ~~income~~a net loss of approximately $51.83 million ~~recorded~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025.

~~Cash Flows for the nine months Ended September 30, 2025 and 2024~~

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Cash Flows for the three months Ended March 31, 2026 and 2025

The following table summarizes our cash flows for the periods indicated:


	Nine Months Ended
	September 30,
	2025		2024
Net cash (used in) provided by:
Operating activities	$	(1,729,201)	$	(9,046,305)
Investing activities		336,427		88,169
Financing activities		3,725,000		5,613,152
Net (decrease) in cash, cash equivalents and restricted cash	$	2,332,226	$	(3,344,984)


		Three Months Ended
		March 31,
		2026			2025
Net cash (used in) provided by:
Operating activities		$	(1,786,751)		$	(818,635)
Investing activities			—			—
Financing activities			1,453,628			700,000
Net (decrease) increase in cash, cash equivalents and restricted cash		$	(333,123)		$	(118,635)

Operating Activities

Net cash used in operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was approximately $1.78 million, primarily attributable to our net loss of approximately $3.4 million. ~~This~~Non-cash ~~was~~adjustments ~~partially~~included ~~offset~~amortization byof aapproximately ~~net~~$0.6 ~~increase~~million, instock-based ~~other~~compensation ~~assets~~of approximately $0.7 million, and ~~liabilities~~amortization of debt discount of approximately $0.83 million,. anChanges ~~increase~~ in ~~accounts~~operating ~~payable~~assets ofand liabilities included approximately $0.56 million related to accrued expenses, ~~and~~approximately ~~the~~$0.2 ~~loss~~million onrelated ~~termination~~to ofaccounts ~~lease~~payable, ofand approximately $0.1 million related to other current liabilities. These ~~offsets~~ were partially ~~reduced~~offset by ~~increases~~approximately in$0.5 ~~accrued~~million ~~expenses~~related ofto other current assets, approximately $0.23 million ~~and~~related ~~deposits~~to ofdeferred tax liabilities, and approximately $0.102 million related to accounts receivables.

Net cash used in operating activities ~~during~~for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 ofwas approximately $9.0.8 million, ~~was~~ primarily attributable to our ~~non-cash~~net ~~change~~loss ~~in deferred tax valuation allowance~~ of approximately $101.63 million. ~~and~~This ~~our~~was ~~net~~partially ~~loss~~offset ofby ~~$5.8~~a ~~million,~~net ~~partially~~increase ~~offset~~in by other ~~non-cash~~assets ~~expenses~~and ~~totaling~~liabilities of approximately $70.4 million, ~~mainly~~and ~~related~~the toimpairment ~~stock~~of ~~issued~~right-of-use toassets ~~our financial advisors in connection with the IMGX acquisition~~ of $4.0.1 million,. ~~common~~These ~~stock~~offsets ~~granted~~were topartially ~~consultants~~reduced ofby ~~$1.5~~a ~~million,~~decrease ~~and~~in ~~stock-based~~accounts ~~compensation~~payable of approximately $0.61 million, asand ~~well~~an asincrease ~~a decrease~~ in prepaid expenses of approximately $0.91 million.

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Investing Activities

There was ~~$336,427~~no cash provided by investing activities ~~as a result of the Grid AI acquisition~~ during the ~~nine~~three months ended ~~September~~March 3031, 2025 and $0March in31, ~~2024.~~ 2026

Net cash provided by investing activities during the nine months ended September 30, 2024 of approximately $0.1 million was due to the net cash acquired in the acquisition of IMGX.

Financing Activities

Net cash provided by financing activities ~~of approximately $3.7 million~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026 was ~~due~~approximately to$1.5 ~~net~~million. This was primarily attributable to proceeds from warrant exercises of approximately $01.71 million ~~from~~and ~~the~~proceeds ~~draw~~ from ~~the~~promissory ~~revolver~~notes ~~loan~~of ~~and~~ approximately $3.0.1 million. ~~from~~These ~~proceeds~~inflows ~~from~~were ~~pre-funded~~partially ~~warrants~~offset by repayments of promissory notes of approximately $0.7 million.

Net cash provided by financing activities of approximately $50.67 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 was ~~primarily~~ due to net proceeds of approximately $40.57 million from the ~~March~~draw ~~2024 and May 2024 registered direct offerings and $1.7 million~~ from the ~~July~~revolver ~~Inducement offering, partially offset by approximately $0~~loan.~~6 million of cash repayments of the note payable financing for corporate insurances.~~

Critical Accounting Policies and Estimates

Our accounting policies are essential to understanding and interpreting the financial results reported on the condensed consolidated financial statements. The significant accounting policies used in the preparation of our condensed consolidated financial statements are summarized in Note 2 to the condensed consolidated financial statements and notes thereto found in our Annual Report on Form 10-K/A for the year ended December 31, ~~2024~~2025. Certain of those policies are considered to be particularly important to the presentation of our financial results because they require us to make difficult, complex or subjective judgments, often as a result of matters that are inherently uncertain.

During the three months ended ~~September~~March 3031, ~~2025~~2026, there were no material changes to matters discussed under the heading “Critical Accounting Policies and Significant Judgments and Estimates” in Part II, Item 7 of the Company’s Annual Report on Form 10-K/A for the year ended December 31, ~~2024~~2025.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a - 15(b) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”) conducted an evaluation as of the end of the period covered by this Quarterly Report on Form 10 - Q, of the effectiveness of our disclosure controls and procedures as defined in Rules 13a - 15(e) and 15d - 15(e) under the Exchange Act. Based on ~~that~~this evaluation, our ~~CEO~~principal executive officer and ~~our~~principal ~~CFO~~financial ~~each~~officer concluded that, as of March 31, 2026, our disclosure controls and procedures ~~are~~were not effective toat ~~provide~~the reasonable assurance ~~that~~level ~~information~~due ~~required~~ to ~~be disclosed in~~ the ~~reports~~existence ~~that~~of wea ~~file~~material orweakness ~~submit~~in ~~under~~internal ~~the~~control ~~Exchange~~over ~~Act,~~financial ~~(i)~~reporting isrelated ~~recorded,~~to ~~processed, summarized and reported within~~ the ~~time~~integration ~~periods~~of ~~specified~~Grid inAI ~~the~~Corp., ~~Securities~~including ~~and~~insufficient ~~Exchange~~accounting ~~Commission’s~~resources ~~rules~~ and ~~forms~~processes ~~and~~to ~~(ii)~~ensure isthe ~~accumulated~~timely and ~~communicated~~accurate topreparation ~~our management, including our CEO~~ and ~~our~~review ~~CFO,~~of asfinancial ~~appropriate to allow timely decisions regarding required disclosure~~information.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a - 15(d) or 15d - 15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10 - Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On March 17, 2025, Ellenoff Grossman & Schole LLP (“EGS”) ~~filed~~initiated aan ~~lawsuit~~action against the Company by filing a summons and complaint in the Supreme Court of the State of New York, ~~County of~~ New York, ~~seeking to recover unpaid legal fees, costs, and disbursements~~County. ~~EGS~~The complaint alleges that the Company ~~failed~~owes to ~~pay~~EGS $749,301.00 in fees for legal services ~~rendered~~EGS allegedly provided to the Company ~~from~~between September 2023 ~~through~~to January 2025, ~~and~~which isamounts ~~claiming~~had ~~breach~~been previously accrued within accounts payable in the company’s financial statements as of ~~contract~~December 31, ~~account~~2025 ~~stated~~and March 31, ~~and~~2026, ~~quantum~~a ~~meruit.~~period ~~EGS~~of ~~seeks~~time ~~monetary~~prior ~~damages~~to inthe appointment of certain new directors to the ~~amount~~Board and of ~~$749,301~~Mr.~~00,~~ ~~with~~Paolone ~~applicable~~as ~~interest~~Interim Chief Executive Officer. EGS’s lawsuit alleges breach of contract, ~~and~~account ~~costs~~stated, and ~~disbursements~~quantum ~~for~~meruit ~~the lawsuit~~claims. On May 2112, ~~2025~~2026, ~~the~~Ellenoff ~~court~~Grossman ~~issued~~& Schole LLP and GridAI Technologies Corp. entered into a ~~stipulation~~Settlement Agreement and General Release to ~~extend~~resolve the ~~time~~action tofiled ~~answer,~~by ~~move~~EGS orin ~~otherwise~~the ~~respond~~Supreme toCourt of the ~~complaint~~State toof ~~June~~New 30York, ~~2025~~New York County, ~~and~~relating ato ~~subsequent~~alleged ~~stipulation~~unpaid ~~dated~~legal ~~June~~fees. ~~24,~~Under ~~2025~~the ~~further~~terms ~~extending~~of ~~such~~the ~~time~~settlement, the Company agreed to ~~July~~pay 31EGS a total of $360,000, ~~2025.~~consisting ~~The~~of ~~Company~~an isinitial ~~currently~~payment ~~evaluating~~of ~~the~~$100,000, ~~claims~~which ~~and~~has ~~defenses~~been paid, and isthe remaining balance in ~~negotiations~~three ~~with~~equal installment payments over a one-year period. Upon receipt of the initial payment, EGS agreed to ~~settle~~dismiss the ~~lawsuit~~action with prejudice. OnThe ~~July~~settlement ~~28,~~agreement ~~2025,~~includes ~~the~~mutual ~~parties~~releases ~~filed~~of aclaims ~~Stipulation~~related ~~Extending~~to the ~~Company’s~~dispute ~~Time~~and tocontains ~~Answer~~customary confidentiality, ~~Move~~non-disparagement, orand ~~Otherwise~~default ~~Respond~~provisions. toThe ~~the~~Company ~~Complaint~~expressly ~~until~~denied ~~January~~any ~~13,~~admission ~~2026~~of liability in connection with the settlement.

ITEM 1A. RISK FACTORS

~~ITEM~~Investing 1Ain our common stock involves a high degree of risk. ~~RISK~~For ~~FACTORS~~a detailed discussion of the risks and uncertainties related to our business, please refer to the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes from the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025.

AsITEM ~~a smaller reporting company, we are not required to provide the information called by this item~~2. ~~However,~~UNREGISTERED ~~for~~SALES aOF ~~discussion~~EQUITY ofSECURITIES ~~the~~AND ~~material~~USE ~~risks~~OF ~~uncertainties and other factors that could have material effect on us, please refer to Part I, Item 1A. “Risk Factor” in our Annual Report.~~ PROCEEDS

None.

ITEM 23. ~~UNREGISTERED~~DEFAULTS ~~SALES~~UPON OFSENIOR ~~EQUITY~~ SECURITIES ~~AND USE OF PROCEEDS~~

None.

ITEM 4. MINE SAFETY DISCLOSURES

~~ITEM~~Not 3applicable. ~~DEFAULTS UPON SENIOR SECURITIES~~

~~None~~ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

~~ITEM~~During 4.the ~~MINE~~quarter ~~SAFETY~~ended ~~DISCLOSURES~~March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

~~Not applicable.~~

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~~ITEM~~Table 5.of ~~OTHER INFORMATION~~Contents

~~Rule 10b5-1 Trading~~ITEM ~~Plans~~6. EXHIBITS

~~During the quarter ended September 30, 2025, none of our directors or officers~~ (~~as defined in Rule 16a-1(f~~b) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).Exhibits

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 21, 2024).
3.2		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022).
31.1*		Certification of the Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101)

~~-45-~~*filed herewith

~~Table~~**furnished, ofnot ~~Contents~~filed, herewith

~~ITEM 6. EXHIBITS~~

-43-

~~(b)~~Table ~~Exhibits~~of Contents

SIGNATURES

Exhibit No.		Description
31.1*		Certification of the Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101)

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 thereunto duly authorized.

*filed ~~herewith~~GRIDAI TECHNOLOGIES CORP. By /s/ Jason Sawyer Jason Sawyer Chief Executive Officer and Chairman (Principal Executive Officer)

**furnished, not filed, herewith

	By	/s/ Anna Skowron
		Anna Skowron
		Interim Chief Financial Officer
Date: May 27, 2026		(Principal Financial and Accounting Officer)

~~-46-~~

~~Table of Contents~~

~~SIGNATURES~~

-44-

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 thereunto duly authorized.

ENTERO THERAPEUTICS, INC. By /s/ Jason Sawyer Jason Sawyer Interim Chief Executive Officer (Principal Executive Officer)

	By	/s/ Anna Skowron
		Anna Skowron
		Interim Chief Financial Officer
Date: November 19, 2025		(Principal Financial and Accounting Officer)

-47-

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