GridAI Technologies Corp 10-Q for FY2025 Q3

GridAI Technologies Corp. (GRDX)

10-Q 2025-11-19 For: 2025-09-30

Added on April 11, 2026

About this 10-Q

GridAI Technologies Corp filed this 10-Q on November 19, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).

Headline figures

Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $1.15M; compared with a net loss of $2.58M a year earlier
Diluted EPS: -$0.75; compared with -$1.76 a year earlier

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79014th St N # 21135
St. Petersburg, Florida		33702
(Address of principal executive offices)		(Zip Code)


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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐


		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	34

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44

Item 4.	Controls and Procedures	44

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	45

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3.	Defaults Upon Senior Securities	45

Item 4.	Mine Safety Disclosures	45

Item 5.	Other Information	45

Item 6.	Exhibits	46

SIGNATURES


	September 30,
	2025		December 31,
	(unaudited and consolidated)		2024
ASSETS

Current Assets:
Cash and cash equivalents	$	2,517,218	$	163,476
Accounts receivable		37,490		—
Prepaid expenses		451,879		145,319
Assets of disposal group held-for-sale		83,170,009		83,170,009
Other current assets		1,521,939		—
Total Current Assets		87,698,535		83,478,804

Other Assets:
Restricted cash		—		21,516
Property and equipment, net		27,520		—
Developed technology, net		18,387,000		—
Customer relationships		2,630,000		—
Trade name		782,000		—
Goodwill		25,796,163		1,684,182
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 AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
Accounts payable	$	4,973,285	$	2,959,248
Accrued expenses		410,324		252,048
Deferred consideration- short term		2,000,000		—
Accrued dividend payable		1,564,753		1,310,581
Line of credit		700,000		—
Operating lease liabilities - current		135,609		81,510
Liabilities held-for-sale		23,672,708		22,941,497
Other current liabilities		59,482		1,236
Total Current Liabilities		33,516,161		27,546,120

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
Stockholders’ Equity (Deficit):
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 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 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 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 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 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		—
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
Additional paid-in capital		228,392,426		198,511,111
Accumulated deficit		(205,798,707)		(202,388,008)
Non-controlling interest		5,287,000		—
Total Stockholders’ Equity (Deficit)		27,880,978		(3,876,738)
Total Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit)	$	135,370,340	$	85,409,506


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


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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating expenses:
Research and development expenses	$	6,673	$	206,999	$	32,080	$	882,522
General and administrative expenses		928,114		1,685,608		2,362,957		13,535,241
Total operating expenses		934,787		1,892,607		2,395,037		14,417,763

Loss from operations		(934,787)		(1,892,607)		(2,395,037)		(14,417,763)

Other expenses:
Interest income (expense), net		(36,069)		229		(90,037)		675
Other expense, net		—		(2,874)		(108,818)		(7,859)
Total other expenses		(36,069)		(2,645)		(198,855)		(7,184)

Loss from continued operations	$	(970,856)	$	(1,895,252)	$	(2,593,892)	$	(14,424,947)

Income tax benefit		—		—		—		10,604,640
Net loss from continued operations	$	(970,856)	$	(1,895,252)	$	(2,593,892)	$	(3,820,307)

Loss from discontinued operations net of tax		(181,953)		(685,719)		(816,808)		(2,000,760)
Net loss	$	(1,152,809)	$	(2,580,971)	$	(3,410,700)	$	(5,821,067)

Preferred stock dividends		(90,745)		(84,632)		(254,172)		(150,776)
Net loss applicable to common shareholders	$	(1,243,554)	$	(2,665,603)	$	(3,664,872)	$	(5,971,843)

Weighted average shares outstanding, basic and diluted		1,652,679		1,517,340		1,609,863		1,001,685
Loss per share, basic and diluted	$	(0.75)	$	(1.76)	$	(2.28)	$	(5.96)
Loss per share from discontinued operations, basic and diluted	$	(0.11)	$	(0.45)	$	(0.51)	$	(2.00)


	Series G Convertible			Series B Convertible			Series H Convertible						Additional				Non		Total
	Preferred Stock			Preferred Stock			Preferred Stock			Common Stock			Paid In		Accumulated		Controlling		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		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)
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
Issuance of Series H upon acquisition of Grid AI	—		—	—		—	38,802		4	—		—		24,988,842		—		—		24,988,846
Issuance of common stock to Grid AI shareholders	—		—	—		—	—			424,348		42		2,121,698		—		—		2,121,740
Deemed dividend of Series B preferred stock	—		—	—		—	—		—	—		—		(90,745)		—		—		(90,745)
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


	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


Assets acquired:
Cash and cash equivalents	$	88,169
Prepaid expenses and other current assets		3,131,929
Property and equipment, net		18,963
Intangibles		63,370,000
Operating lease right-of-use assets		4,232
Total assets	$	66,613,293
Liabilities assumed:
Accounts payable		916,209
Accrued expenses and other current liabilities		2,131,439
Long term debt		6,397,889
Deferred tax liability		15,431,108
Total liabilities	$	24,876,645
Goodwill recorded:
Goodwill	$	18,354,326
Net assets acquired	$	60,090,974


	Estimated	Acquisition Date
Intangible Asset	Useful Life	Fair Value
Patents	2 years	$	140,000
Trade names and trademarks	6 years		230,000
IPR&D – Latiglutenase	Indefinite		54,000,000
IPR&D - CypCel	Indefinite	$	9,000,000


	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)


Assets acquired:
Cash and cash equivalents	$	336,429
Accounts receivable		37,490
Other current assets		1,521,939
Prepaid		353,704
Property plant and equipment, net		27,520
Developed technology, net		18,387,000
Customer relationship		2,630,000
Trade name		782,000
Total assets	$	24,076,082
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


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


	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)


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


			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


	Goodwill
Balance on Dec 31, 2024	$	1,684,182
Balance on March 31, 2025		1,684,182
Goodwill associated with IMGX acquisition		18,354,326
Goodwill reclassified as held for sale		(18,354,326)
Goodwill associated with Grid AI acquisition		24,111,981
Balance on Sept 30, 2025 (unaudited)	$	25,796,163


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		$	—


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


		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


		Average		Remaining
	Number	Exercise		Contract	Intrinsic
	of Shares	Price		Life (Years)	Value
Outstanding at January 1, 2025	29,950	$	8,181.66	7.06	$	—
Expired	(27,194)	$	227.07	—		—
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	$	—


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


		Weighted-Average		Weighted-Average
	Number	Grant Date		Remaining Recognition
	of Shares	Fair Value		Period (Years)
Non-vested Outstanding at January 1, 2025	1,667	$	11.88	2.24
Awarded	—		—	—
Vested	—		—	—
Cancelled	(1,667)		11.88	—
Non-vested Outstanding at September 30, 2025	—	$	—	—

Non-vested Outstanding at January 1, 2024	17,424	$	12.93	9.96
Awarded	50,140		10.71	—
Vested	(44,467)		11.73	—
Cancelled	(17,408)		9.96
Non-vested Outstanding at September 30, 2024	5,689	$	11.58	0.85


Impairment of ROU Asset	$	108,759
Increase in general and administrative expenses	$	100,902




	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


	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


	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

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)

	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)


Date: November 19, 2025	/s/ Jason Sawyer
	Jason Sawyer
	Interim Chief Executive Officer
	(Principal Executive Officer)


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


Date: November 19, 2025	/s/ Jason Sawyer
	Jason Sawyer
	Interim Chief Executive Officer
	(Principal Executive Officer)

	/s/ Anna Skowron
	Anna Skowron
	Interim Chief Financial Officer
	(Principal Financial and Accounting Officer)