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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 31, 2025
| GridAI Technologies Corp. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-37853 | 46-4993860 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
777 Yamato Road, Suite 502 Boca Raton, Florida |
33431 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (561) 589-7020
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, par value $0.0001 per share | GRDX | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2025, GridAI Technologies Corp. (f/k/a Entero Therapeutics, Inc.) (the “Company”) entered into a Rescission Agreement (the “Rescission Agreement”) by and among the Company, ImmunogenX, LLC (“Immuno LLC”) and each of the individuals or entities (each a “Shareholder” and collectively, the “Shareholders”) who are the former shareholders of ImmunogenX, Inc., a Delaware corporation (“Immuno Corp.”) to unwind the transactions as set forth in the Agreement and Plan of Merger, dated March 13, 2024 by and among the Company, IMMUNO Merger Sub I, Inc., a Delaware corporation, IMMUNO Merger Sub II, LLC, a Delaware limited liability company, and Immuno Corp., and in the other agreements entered into in connection therewith. As also previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2025, the Company, Immuno LLC and the Shareholders entered into an Amendment to the Rescission Agreement (“Rescission Agreement Amendment”) whereby the parties agreed to add additional shareholder representations and warranties, including providing for an accredited investor representation by each Shareholder.
On December 31, 2025, the Company, Immuno LLC and the Shareholders completed the transactions contemplated by the Rescission Agreement, as amended by the Rescission Agreement Amendment (the “Transaction”), including the transfer by the Coamny to the Shareholders of all of the issued and outstanding membership interests of Immuno LLC held by the Company. After the consummation of the Transaction, Immuno LLC is no longer a subsidiary of the Company and the Company is no longer holding any interest in Immuno LLC.
The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma information required by Item 9.01 of Form 8-K is included as Exhibit 99.1 to this Current Report on Form 8-K as provided below.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The following unaudited pro forma financial information of the Company in connection with the Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:
| · | Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2025. |
| · | Unaudited Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024. |
| · | Notes to Unaudited Pro Forma Consolidated Statements of Operations |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | GridAI Technologies Corp. Unaudited Pro Forma Consolidated Financial Statements | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Entero Therapeutics, Inc. | ||
| January 7, 2026 | By: | /s/ Jason D. Sawyer |
| Name: | Jason D. Sawyer | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Unaudited Proforma Consolidated Financial Statements
On March 25, 2025, GridAI Technologies Corp. (f/k/a Entero Therapeutics, Inc.) (the “Company”) entered into a Rescission Agreement (the “Rescission Agreement”) by and among the Company, ImmunogenX, LLC (“Immuno LLC”) and each of the individuals or entities (each a “Shareholder” and collectively, the “Shareholders”) who are the former shareholders of ImmunogenX, Inc., a Delaware corporation (“Immuno Corp.”) to unwind the transactions as set forth in the Agreement and Plan of Merger, dated March 13, 2024 by and among the Company, IMMUNO Merger Sub I, Inc., a Delaware corporation, IMMUNO Merger Sub II, LLC, a Delaware limited liability company, and Immuno Corp., and in the other agreements entered into in connection therewith. On July 16, 2025, the Company, Immuno LLC and the Shareholders entered into an Amendment to the Rescission Agreement (“Rescission Agreement Amendment”).
On December 31, 2025, the Company, Immuno LLC and the Shareholders completed the transactions contemplated by the Rescission Agreement, as amended by the Rescission Agreement Amendment, including the transfer by the Coamny to the Shareholders of all of the issued and outstanding membership interests of Immuno LLC held by the Company. After the consummation of the transactions contemplated by the Rescission Agreement Immuno LLC is no longer a subsidiary of the Company and the Company is no longer holding any interest in Immuno LLC.
The accompanying pro forma consolidated financial statements are presented to show the effects of the completion of the Rescission Agreement on the Company’s consolidated financial statements and reflect transaction accounting adjustments as further described below. The unaudited pro forma consolidated financial statements and the notes thereto should be read together with: the Company’s consolidated financial statements and the notes thereto as of and for the year ended December 31, 2024; the Management’s Discussion and Analysis included in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024; and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
Unaudited Pro Forma Consolidated Balance Sheet
| (unaudited) Sept 30, 2025 |
Proforma Adjustment |
Proforma Balance Sheet |
||||||||||
| Current Assets: | ||||||||||||
| Cash and cash equivalents | $ | 2,517,218 | - | 2,517,218 | ||||||||
| Accounts Receivable | 37,490 | 37,490 | ||||||||||
| Prepaid expenses | 451,879 | - | 451,879 | |||||||||
| Assets held-for-sale (a) | 83,170,009 | (83,170,009 | ) | - | ||||||||
| other current asssets | 1,521,939 | 1,521,939 | ||||||||||
| Total Current Assets | 87,698,535 | (83,170,009 | ) | 4,528,526 | ||||||||
| Developed technology, net | 18,387,000 | 18,387,000 | ||||||||||
| Customer relations | 2,630,000 | 2,630,000 | ||||||||||
| Trade name | 782,000 | 782,000 | ||||||||||
| Property, equipment, and leasehold improvements, net | 27,520 | 27,520 | ||||||||||
| Goodwill | 25,796,163 | - | 25,796,163 | |||||||||
| Deposits | 49,122 | - | 49,122 | |||||||||
| Total Other Assets | 47,671,805 | - | 47,671,805 | |||||||||
| Total Assets | 135,370,340 | (83,170,009 | ) | 52,200,331 | ||||||||
| Liabilities and Stockholders' Equity (Deficit) | ||||||||||||
| Current Liabilities: | ||||||||||||
| Accounts payable (b) | 4,973,285 | 364,003 | 5,337,288 | |||||||||
| Accrued expenses | 410,324 | - | 410,324 | |||||||||
| Deferred consideration- short term | 2,000,000 | 2,000,000 | ||||||||||
| Accrued dividend payable | 1,564,753 | - | 1,564,753 | |||||||||
| Line of credit | 700,000 | - | 700,000 | |||||||||
| Liabilities held-for-sale (b) | 23,672,708 | (23,672,708 | ) | - | ||||||||
| Operating lease liabilities | 135,609 | - | 135,609 | |||||||||
| Other current liabilities | 59,482 | - | 59,482 | |||||||||
| Total Current Liabilities | 33,516,161 | (23,308,705 | ) | 10,207,456 | ||||||||
| Non-current operating lease liabilities | ||||||||||||
| Deferred consideration- long term | 5,000,000 | - | 5,000,000 | |||||||||
| Other non-current liabilties | 7,292,101 | - | 7,292,101 | |||||||||
| Total Liabilities | 45,808,262 | (23,308,705 | ) | 22,499,557 | ||||||||
| Mezzanine Equity: | ||||||||||||
| Series G preferred stock (c) | 61,681,100 | (57,790,474 | ) | 3,890,626 | ||||||||
| Common stock (f) | 255 | (1 | ) | (60 | ) | |||||||
| Series H | 4 | - | 4 | |||||||||
| Additional paid-in capital (d) | 228,392,426 | (2,300,499 | ) | 226,092,241 | ||||||||
| Accumulated deficit (e) | (205,798,707 | ) | 229,670 | (205,569,037 | ) | |||||||
| Non controlling interest | 5,287,000 | - | 5,287,000 | |||||||||
| Total Stockholders' Equity (Deficit) | 27,880,978 | (2,070,830 | ) | 25,810,148 | ||||||||
| Total Liabilities, Mezzanine Equity and Stockholders' Equity (Deficit) | $ | 135,370,340 | $ | (83,170,009 | ) | $ | 52,200,331 | |||||
Notes to Unaudited Pro Forma Financial Information
The unaudited pro forma financial information has been prepared to give effect to the rescission agreement with IMGX, as if the rescission
had occurred on the dates indicated herein. The pro forma adjustments reflect the reversal of the discontinued operations associated with
IMGX, including the removal of assets held for sale, related liabilities, and equity interests previously recorded in the Company’s
historical financial statements. The pro forma information is presented for illustrative purposes only and does not purport to represent
the Company’s actual financial position or results of operations had the rescission occurred on those dates, nor is it indicative
of future results. The pro forma adjustments have been prepared in accordance with Article 11 of Regulation S-X and ASC 205-20, Presentation
of Financial Statements – Discontinued Operations.
The foregoing notes apply to the unaudited pro forma balance sheet presented herein.
| (a) | Reflects the removal of assets classified as held for sale associated with IMGX in connection with the rescission agreement. These assets, which had been previously classified as held for sale, are no longer part of the Company’s operations and have been derecognized from the unaudited pro forma balance sheet as of March 31, 2025. |
| (b) | Reflects the removal of liabilities classified as held for
sale associated with IMGX, which were derecognized in conjunction with the asset removal described in adjustment (a), in accordance with
the terms of the rescission agreement. Certain liabilities previously classified within liabilities held for sale were reclassified to accounts payable as part of the rescission. |
| (c) | Reflects the removal of 11,777,418 shares of Series G Preferred Stock issued to IMGX that were rescinded pursuant to the rescission agreement and are no longer outstanding. The remaining Series G Preferred Stock issued to other investors is not affected by this adjustment. |
| (d) | Reflects adjustments to additional paid-in capital resulting from the elimination of previously recorded equity balances related to IMGX. These adjustments reflect the reversal of the Series G Preferred Stock described in adjustment (c) and the reversal of common shaeres, options and warrants and the related impact on the Company’s capital structure as a result of the rescission. |
| (e) | The change in accumulated deficit primairly reflects the impact of the discontinued operations related to the recission of the IMGX transaction. |
| (f) | Common stock reflects a nominal adjustment of $1, representing the removal of common shares previously issued in connection with the IMGX transaction as a result of the recission agreement. The adjustment reflects the reversal of the acquisition-related equity balances, with corresponding offsetys recorded to additional pain-in capital and accumulated deficit consistent with the recission of the IMGX transaction. |
The pro forma adjustments assume that the rescission
of the IMGX transaction occurred prior to the period presented for purposes of the unaudited pro forma balance sheet and statements
of operations.
No pro forma adjustments to revenues or operating expenses were required other than those reflected in discontinued operations, as the
rescission did not result in continuing operations impacts beyond those described above.
The pro forma adjustments do not reflect any material income tax effects resulting from the rescission.
The rescission agreement did not result in any continuing obligations or contingent consideration requiring pro forma adjustment.
Unaudited Pro Forma Consolidated Statements of Operations
| (Unaudited) Sept 30, 2025 |
Proforma Adjustment |
Proforma Balance Sheet |
||||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | $ | 32,080 | $ | 32,080 | ||||||||
| General and administrative expenses | 2,362,957 | 2,362,957 | ||||||||||
| Total operating expenses | 2,395,037 | 2,395,037 | ||||||||||
| Loss from operations | $ | (2,395,037 | ) | $ | (2,395,037 | ) | ||||||
| Other expenses: | ||||||||||||
| Total other expenses | (198,855 | ) | (198,855 | ) | ||||||||
| Loss from continued operations | $ | (2,593,892 | ) | $ | (2,593,892 | ) | ||||||
| Income tax benefit | - | - | ||||||||||
| Net loss from continued operations | $ | (2,593,892 | ) | $ | (2,593,892 | ) | ||||||
| Loss from discontinued operations, net of tax | (816,808 | ) | 816,808 | - | ||||||||
| Net loss | $ | (3,410,700 | ) | $ | (2,593,892 | ) | ||||||
| Preferred stock dividends | (254,172 | ) | (254,172 | ) | ||||||||
| Net loss applicable to common shareholders | $ | (3,664,872 | ) | $ | (2,848,064 | ) | ||||||
| Weighted average shares outstanding, basic and diluted | 1,609,863 | 1,609,863 | ||||||||||
| Loss per share, basic and diluted | (2.28 | ) | (1.77 | ) | ||||||||
| Loss per share from discontinued operations, basic and diluted | (0.51 | ) | 0.00 | |||||||||
| (Audited) Dec 31, 2024 |
Proforma Adjustment |
Proforma Balance Sheet |
||||||||||
| Operating expenses: | ||||||||||||
| Research and development expenses | $ | 903,941 | $ | 903,941 | ||||||||
| General and administrative expenses | 14,717,333 | 14,717,333 | ||||||||||
| Total operating expenses | 15,621,274 | 15,621,274 | ||||||||||
| Loss from operations | $ | (15,621,274 | ) | $ | (15,621,274 | ) | ||||||
| Other expenses: | ||||||||||||
| Total other expenses | 2,253 | 2,253 | ||||||||||
| Loss from continued operations | $ | (15,619,021 | ) | $ | (15,619,021 | ) | ||||||
| Loss from discontinued operations, net of tax | (2,440,315 | ) | 2,440,315 | - | ||||||||
| Net loss | $ | (18,059,336 | ) | $ | (15,619,021 | ) | ||||||
| Preferred stock dividend | (240,965 | ) | (240,965 | ) | ||||||||
| Net loss applicable to common shareholders | $ | (18,300,301 | ) | $ | (15,859,986 | ) | ||||||
| Weighted average shares outstanding, basic | 3,434,934 | 3,434,934 | ||||||||||
| Weighted average shares outstanding, diluted | 3,434,934 | 3,434,934 | ||||||||||
| Loss per share, basic | (5.33 | ) | (4.62 | ) | ||||||||
| Loss per share, diluted | (5.33 | ) | (4.62 | ) | ||||||||
| Loss per share from discontinued operations, basic | (0.71 | ) | 0.00 | |||||||||
| Loss per share from discontinued operations, diluted | (0.71 | ) | 0.00 | |||||||||
Notes to Unaudited Pro Forma Financial Information
The unaudited pro forma financial information has been prepared to give effect to the rescission agreement with IMGX, as if the rescission had occurred at the beginning of the periods presented. The pro forma adjustments reflect the reversal of the discontinued operations associated with IMGX. The pro forma information is presented for illustrative purposes only and does not purport to represent the Company’s actual results of operations had the rescission occurred on those dates, nor is it indicative of future results. The pro forma adjustments have been prepared in accordance with Article 11 of Regulation S-X and ASC 205-20, Presentation of Financial Statements - Discontinued Operations.
| (a) | Reflects the removal of loss from discontinued operations associated with IMGX. |