8-K - GRDX - Equibles

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):September 30, 2025

Entero Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware	001-37853	46-4993860
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(State or other jurisdiction of<br><br> incorporation)	(Commission File Number)	(IRS Employer Identification No.)
777 Yamato Road, Suite 502<br><br> <br>Boca Raton, Florida	33431
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(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)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which<br><br> <br>registered
Common Stock, par value $0.0001 per share	ENTO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry Into a Material DefinitiveAgreement

The information set forth in Item 2.01 below regarding the Share Exchange Agreement (as defined below) is incorporated by reference in this Item 1.01.

Item 2.01. Completion of Acquisition or Dispositionof Assets

Share Exchange Agreement

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,” and, the Sellers, together with the Company and GridAI, the “Parties”). 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 (the “Exchanged Common Shares”) of the Company’s common stock, $0.0001 par value per share (the “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 (such shares, the “Exchanged Preferred Shares”) of the Company’s Series H Non-Voting Convertible Preferred Stock (the “Series H 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 “Certificate of Designation”), and which Exchanged Preferred Shares will be convertible into an aggregate of 38,801,546 shares of Common Stock (the “Conversion Shares”), subject to shareholder approval and certain conditions and adjustments as set forth in the Certificate of Designation. The Exchanged Common Shares together with the maximum number of Conversion Shares represent 82.5% of the issued and outstanding shares of Common Stock as of the date of entry into the Share Exchange Agreement on an as-converted and fully-diluted basis. The aforesaid exchange of shares for the Exchanged Common Shares and Exchanged Preferred Shares is herein referred to as the “Share Exchange.” As of the closing of the Share Exchange (the “Closing”), GridAI owned 75% of the issued and outstanding capital stock of AMPX UK Holdings, a Cayman Islands company (“AMPX”).

Covenants

The Company agreed to hold a stockholder meeting (the “Stockholder Meeting”) as promptly as practicable following the Closing to consider and obtain approval for the conversion of the Exchanged Preferred Shares into Common Stock, and proposals that the Company and Sellers mutually agree is necessary or desirable to consummate the transactions contemplated by the Share Exchange (“Stockholder Approval”).

The Sellers agreed to deliver the Seller Disclosure Letter 21 days from the Closing, together with copies of any and all documents or other relevant information with respect to any disclosures listed in the Seller Disclosure Letter as and to grant the Company certain indemnification rights for breaches of representations and warranties made by the Sellers in the Share Exchange Agreement that have or are reasonably likely to have a material adverse effect on GridAI’s ownership of 75% of the issued and outstanding capital stock of AMPX or the ownership or operation of the AMPX assets or business.

The Company also agreed that, as soon as practicable after Closing and subject to any required shareholder approval and cancellation of any outstanding AMPX warrants and options, to (a) issue up to 2,000,000 restricted stock awards exercisable for Common Stock, to such persons and in such amounts as Grid AI and the Company may mutually agree with respect to such persons working for or with GridAI or AMPX before or after the Closing; (b) amend the Company’s equity incentive plan currently in effect (the “Incentive Plan”) to, among other things, increase the number of shares of Common Stock issuable or available to be issued under the Incentive Plan, and (c) grant options to purchase up to 3,800,000 shares of Common Stock, exercisable at $0.66 per share, subject to a 3-year vesting starting December 31, 2025, to such persons and in such amounts as GridAI and the Company may mutually agree with respect to such persons working for or with GridAI or AMPX before or after the Closing.

Each of the Company, GridAI and the Sellers agreed to, as promptly as practicable after the Closing and prior to the Stockholder Meeting, give and obtain certain notices and consents related to the Share Exchange.

After Closing, Sellers may designate two directors to the Company’s Board of Directors, which designation is subject to the Company’s consent, not to be unreasonably withheld, which designees will be entitled to serve as a director until the Company’s next regularly scheduled annual meeting. The Parties agreed that additional directors may be appointed or appointable by Sellers on the conversion of Exchanged Preferred Stock into Common Stock, such that upon the full conversion of Exchanged Preferred Stock into Common Stock, Sellers are entitled to appoint five out of seven directors, subject to any applicable requirements of The Nasdaq Stock Market LLC (“Nasdaq”).

The Company further agreed to consummate a proposed financing (“Financing”) with gross proceeds not less than $3 million no later than 30 days after the Closing, and that at no time prior to completion of the Financing will the Company have less than $2,000,000 in available cash on deposit with one or more financial or banking institutions.

Registration Rights Agreement

On September 30, 2025, the Company and the Sellers entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”) covering the resale of all of the Registrable Securities (as defined below) within 15 days after the preparation of any financial statements of GridAI or AMPX that would be required to be included in the Registration Statement under applicable rules and regulations. The Company agreed to use its best efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”) as promptly as possible after the filing thereof, but in any event within 90 days after the filing date of the Registration Statement. Subject to certain exceptions, the Company agreed not to file any other resale registration statements until all Exchanged Common Shares and Conversion Shares are registered for resale. The Sellers are entitled to certain liquidated damages to be paid by the Company if the Company does not comply with the applicable registration and effectiveness requirements set forth in the Registration Rights Agreement.

The foregoing descriptions of each of the Share Exchange Agreement and the Registration Rights Agreement do not purport to be complete and are each qualified in their entirety by reference to the full text of the Share Exchange Agreement and form of Registration Rights Agreement, copies of which are filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K (“Form 8-K”) and incorporated herein by reference.

Item 3.02 UnregisteredSales of Equity Securities.

The information set forth under Item 2.01 of this Form 8-K regarding the issuance of the Exchanged Common Shares, Exchanged Preferred Shares and Conversion Shares is incorporated herein by reference. Such securities have been or will be issued in reliance on the exemptions from registration under the Securities Act provided by Section 4(a)(2) thereof and/or Regulation D thereunder.

Item 5.03 Amendmentsto Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 1, 2025, the Company filed the Certificate of Designation with the Secretary of State of the State of Delaware. The Certificate of Designation authorized the creation of Series H Preferred Stock in the amount of 38,801.546 shares.

Voting Rights

Except as otherwise required by law, the Series H Preferred Stock have no voting rights. As long as any shares of Series H Preferred Stock are outstanding, the Company may not, without the written consent or affirmative vote of the holders of a majority of the then outstanding shares of the Series H Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series H Preferred Stock or alter or amend the Certificate of Designations, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation 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 of the Company, par value $0.0001 per share (“Preferred Stock”) in each case 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 H Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, or (ii) enter into any agreement with respect to any of the foregoing.

Rank; Liquidation

With respect to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, all shares of Series H Preferred Stock shall rank: (i) senior to all junior securities; (ii) on parity with the Common Stock any other class or series of preferred stock of the Company hereafter created specifically ranking, by its terms, on parity with the Series H Preferred Stock (the “Parity Securities”); and (iii) junior to the Series B Convertible Preferred Stock any other class or series of Preferred Stock or other capital stock of the Company hereafter created specifically ranking, by its terms, senior to the Series H Preferred Stock (collectively, the “Senior Securities”). Upon any liquidation, each holder shall be entitled, together pro rata with the holders of Parity Securities, to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of junior securities by reason of their ownership thereof, an amount in cash equal to the aggregate liquidation value of $618.53 per share for all shares of Series H Preferred Stock held by such Holder. A fundamental transaction will not be deemed a liquidation unless the Company expressly declares that such fundamental transaction shall be treated as if it were a liquidation.

Conversion

Following Stockholder Approval, each share of Series H Preferred Stock is automatically convertible into shares of Common Stock at a ratio of 1:1,000 (the “Conversion Ratio”) (subject to certain limitations, including that a holder of Series H Preferred Stock is prohibited from converting shares of Series H Preferred Stock into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than a specified percentage (to be established by the holder between 4.9% and 19.9%) of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion) in six equal installments, with each installment representing one-sixth of the aggregate number of Conversion Shares issuable upon conversion of all of the Series H Preferred Stock held by a holder if converted in full automatically and without an action required on the part of the holder thereof within five business days of the achievement of each of six different milestone events relating to the business of AMPX as set forth in the Certificate of Designation.

Adjustment

The Conversion Ratio is subject to proportional adjustment upon stock dividends, stock splits and similar corporate actions. Additionally, if the Company has not cancelled 11,911 outstanding shares of Common Stock, outstanding warrants to purchase 42,562 shares of Common Stock, outstanding options to purchase 2,737 shares of Common Stock and 11,777.418 outstanding shares of Series G Non-Voting Preferred Stock by December 31, 2025, the Conversion Ratio will be adjusted to 1:1,483.93.

Redemption

The Series H Preferred Stock are not redeemable at the option of the Company or the Holder thereof; provided, however, that the lack of a redemption right does not limit the ability of the Company to purchase or otherwise deal in such shares to the extent otherwise permitted under the Certificate of Designation and by law.

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference.

Item 7.01 RegulationFD Disclosure

On October 1, 2025, the Company issued a press release announcing the Closing of the Share Exchange.

The information presented in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act.

Item 8.01. Other Events.

As previously disclosed, on April 11, 2025, the Company received written notice from Nasdaq that the Company was not in compliance with the minimum stockholders’ equity requirement for continued listing. As a result of the Share Exchange, the Company believes that, as of the date of this Form 8-K, it has stockholders’ equity of at least $2.5 million as required by Nasdaq Listing Rule 5550(b)(1). Until Nasdaq has reached a final determination that the Company has regained compliance with all of the applicable continued listing requirements, there can be no assurances regarding the continued listing of the Common Stock on the Nasdaq Capital Market and the Company could be subject to delisting.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.	Description
2.1	Share Exchange Agreement.
3.1	Certificate of Designation of Preferences, Rights and Limitations of<br>Series H Non-Voting Convertible Preferred Stock filed with the Delaware Secretary of State on October 1, 2025.
10.1	Form<br> of Registration Rights Agreement.
99.1	Press Release dated October 1, 2025.
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.
October 6, 2025	By:	/s/ Jason D. Sawyer
	Name:	Jason D. Sawyer
	Title:	Interim Chief Executive Officer

Exhibit 2.1

SHARE EXCHANGE AGREEMENT

among

GRID AI CORP

[THE STOCKHOLDERS OF GRID AI CORP]

and

ENTERO THERAPEUTICS INC.

dated as of

September 30, 2025

TABLE OF CONTENTS

ARTICLE I DEFINITIONS	5
ARTICLE II PURCHASE AND SALE	10
Section 2.01 Purchase and<br> Sale	10
Section 2.02 Purchase Price	10
Section 2.03 Transactions<br> to be Effected at the Closing.	11
Section 2.05 Closing.	11
ARTICLE III REPRESENTATIONS AND WARRANTIES<br> OF SELLER	12
Section 3.01 Organization<br> and Authority of Seller	12
Section 3.02 Organization,<br> Authority and Qualification of the Company	12
Section 3.03 Capitalization	13
Section 3.04 No Subsidiaries.	13
Section 3.05 No Conflicts;<br> Consents.	13
Section 3.06 Financial Statements	13
Section 3.07 Undisclosed<br> Liabilities.	14
Section 3.08 Absence of Certain<br> Changes, Events and Conditions	14
Section 3.09 Material Contracts	16
Section 3.10 Title to Assets;<br> Real Property	16
Section 3.17 Legal Proceedings;<br> Governmental Orders.	16
Section 3.18 Compliance With<br> Laws; Permits.	16
Section 3.22 Taxes.	16
Section 3.25 Brokers.	19
ARTICLE IV REPRESENTATIONS AND WARRANTIES<br> OF BUYER	21
Section 4.01 Organization<br> and Authority of Buyer	21
Section 4.02 No Conflicts;<br> Consents.	21
Section 4.03 Investment Purpose	22
Section 4.04 Brokers.	22
Section 4.06 Legal Proceedings.	25

ARTICLE V COVENANTS	25
Section 5.01 Conduct of Business Prior to the Closing.	25
Section 5.02 Access to Information	26
Section 5.03 No Solicitation of Other Bids.	26
Section 5.04 Notice of Certain Events.	27
Section 5.05 Resignations.	27
Section 5.06 Confidentiality	28
Section 5.07 Non-Competition; Non-Solicitation.	28
Section 5.08 Governmental Approvals and Consents	29
Section 5.10 Closing Conditions	30
Section 5.11 Public Announcements	30
Section 5.12 Further Assurances	31
ARTICLE VI TAX MATTERS	32
ARTICLE VII CONDITIONS TO CLOSING	32
Section 7.01 Conditions to Obligations of All Parties	32
Section 7.02 Conditions to Obligations of Buyer	32
Section 7.03 Conditions to Obligations of Seller	33
ARTICLE VIII INDEMNIFICATION	34
Section 8.01 Survival.	34
Section 8.02 Indemnification By Seller	35
Section 8.03 Indemnification By Buyer	35
Section 8.04 Certain Limitations.	35
Section 8.05 Indemnification Procedures.	36
Section 8.06 Payments; Indemnification Escrow Fund	38
Section 8.07 Tax Treatment of Indemnification Payments.	38
Section 8.08 Effect of Investigation.	38

ARTICLE IX TERMINATION	38
Section 9.01 Termination	38
Section 9.02 Effect of Termination	39
ARTICLE X MISCELLANEOUS	39
Section 10.01 Expenses.	39
Section 10.02 Notices.	39
Section 10.03 Interpretation.	40
Section 10.04 Headings.	40
Section 10.05 Severability	41
Section 10.06 Entire Agreement	41
Section 10.07 Successors and Assigns	41
Section 10.08 No Third-Party Beneficiaries	41
Section 10.09 Amendment and Modification; Waiver	41
Section 10.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	41
Section 10.11 Specific Performance	42
Section 10.12 Counterparts.	42

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (this “Agreement”), dated as of September 30, 2025, is entered into by and among Grid AI Corp, a corporation organized under the laws of the State of Nevada (the “Company”), the stockholders of the Company identified on Schedule A attached hereto (each a “Seller” and collectively the “Sellers”), and Entero Therapeutics Inc., a Delaware corporation (“PubCo”).

RECITALS

WHEREAS, PubCo’s common stock is currently listed, and will be continually listed, on Nasdaq (as defined herein) as of and from the date of the Agreement through the conversion of the Exchanged Preferred Shares (as defined herein);

WHEREAS, Sellers collectively own all of the issued and outstanding shares of common stock (the “Shares”), of the Company;

WHEREAS, the Company owns, or will own on the Closing Date (as defined below), 75% of the issued and outstanding capital stock of AMPX UK Holdings, a Cayman Islands company (“AMPX”);

WHEREAS, Sellers wish to sell to PubCo, and PubCo wishes to purchase from Sellers, all and not less than all of the Shares, subject to the terms and conditions set forth herein and in exchange, Sellers shall receive certain shares of common stock and preferred stock of PubCo (the “ShareExchange”);

WHEREAS, subject to tax review and analysis, it is the intention of the parties that the Share Exchange shall qualify as a tax-free reorganization under Section 354 of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, the Share Exchange shall qualify as a transaction in securities exempt from registration or qualification under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), Regulation D promulgated thereunder and/or Regulation S for offers and sales of securities outside the U.S.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

The following terms have the meanings specified or referred to in this ARTICLE I:

“Acquisition Proposal” has the meaning set forth in Section 5.03(a).

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble.

“AMPX IntellectualProperty” means all Intellectual Property owned by AMPX and used in its business as currently conducted.

“AncillaryDocuments” means the Registration Rights Agreement, the Certificate of Designation, and such other documents and agreements required to be executed and delivered under this Agreement.

“Balance Sheet” has the meaning set forth in Section 3.06.

“Balance Sheet Date” has the meaning set forth in Section 3.06.

“Basket” has the meaning set forth in Section 8.04(a).

“BusinessDay” means any day except Saturday, Sunday or any other day on which commercial banks located in New York, New York are authorized or required by Law to be closed for business.

“Cap” has the meaning set forth in Section 8.04(a).

“Closing” has the meaning set forth in Section 2.05.

“Closing Date” has the meaning set forth in Section 2.05.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the recitals.

“Company Common Stock” has the meaning set forth in Section 3.03(a).

“Contracts” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“Direct Claim” has the meaning set forth in Section 8.05(c).

“Dollars” or “$” means the lawful currency of the United States.

“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“Financial Statements” has the meaning set forth in Section 3.06.

“GAAP” means United States generally accepted accounting principles in effect from time to time.

“GovernmentalAuthority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“GovernmentalOrder” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Indemnified Party” has the meaning set forth in Section 8.05.

“Indemnifying Party” has the meaning set forth in Section 8.05.

“IntellectualProperty” means any and all rights in, arising out of, or associated with any of the following in any jurisdiction throughout the world: (a) issued patents and patent applications (whether provisional or non-provisional), including divisionals, continuations, continuations-in- part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental Authority-issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models) (“Patents”); (b) trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing (“Trademarks”); (c) copyrights and works of authorship, whether or not copyrightable, and all registrations, applications for registration, and renewals of any of the foregoing (“Copyrights”); (d) internet domain names and social media account or user names (including “handles”), whether or not Trademarks, all associated web addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether or not Copyrights; (e) trade secrets, know-how, inventions (whether or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein (“Trade Secrets”); (f) computer programs, operating systems, applications, firmware, and other code, including all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof (“Software”); (g) rights of publicity; and (h) all other intellectual or industrial property and proprietary rights.

“Interim Balance Sheet” has the meaning set forth in Section 3.06.

“Interim Balance Sheet Date” has the meaning set forth in Section 3.06.

“Interim Financial Statements” has the meaning set forth in Section 3.06.

“Knowledgeof Seller or Sellers’ Knowledge” or any other similar knowledge qualification, means the actual knowledge of Seller without independent verification.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Liabilities” has the meaning set forth in Section 3.07.

“Losses” means losses, damages, Liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that “Losses” shall not include punitive damages, except to the extent actually awarded to a Governmental Authority or other third party.

“MaterialAdverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Company or PubCo, as the case may be, or (b) the ability of a party to this Agreement to consummate the transactions contemplated hereby on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Company or PubCo operates; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) by mutual agreement of the parties hereto; (vi) any changes in applicable Laws or accounting rules, including GAAP; (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement; (viii) any natural or man-made disasters or acts of God; (ix) any epidemics, pandemics, or disease outbreaks or any worsening thereof; or (x) any failure by the Company or PubCo to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); provided further, however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Company or PubCo, as the case may be, compared to other participants in the industries in which the Company or PubCo conducts its businesses.

“Permits” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“Permitted Encumbrances” has the meaning set forth in Section 3.10.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“PubCo” has the meaning set forth in the preamble.

“PubCo Common Stock” has the meaning set forth in Section 3.03(a).

“PubCo Indemnitees” has the meaning set forth in Section 8.02.

“PubCo Shareholder Approval” means the approval of PubCo’s stockholders at a duly convened PubCo Stockholder Meeting.

“PubCo StockholderApproval Matters” means (i) the amendment of PubCo’s bylaws or such other constitutional documents as may be necessary in connection with the Share Exchange (to the extent PubCo and Sellers mutually agree is applicable and necessary), (ii) authorization for the conversion of the Exchanged Preferred Shares into PubCo Common Stock, (iii) election of directors, (iv) approval of the amendment to the PubCo Incentive Plan (as defined herein below) and increase the number of shares of PubCo Common Stock issuable or available for issuance under the Pubco Incentive Plan (as defined herein below, and (v) any other proposals PubCo and Sellers mutually agree is necessary or desirable to consummate the transactions contemplated by this Agreement or in connection with the Share Exchange.

“PubCo Stockholder Meeting” has the meaning set forth in Section 5.07(a).

“Real Property” means the real property owned by, or leased or subleased to, the Company, together with all buildings, structures and facilities located thereon.

“Recission” means the recission, cancellation, relinquishment, waiver and disclaimer of any and all claims and/or rights to record or beneficial ownership in and to Shares, Assumed Options and Assumed Warrants (as each of these terms is defined in the Recission Agreement) as set forth in the Recission Agreement.

“RecissionAgreement” means the Recission Agreement dated as of March 14, 2025 (as amended) made by and among PubCo, ImmunogenX, LLC, a Delaware limited liability company and each of the individuals or entities who are the former shareholders of ImmunogenX, Inc.

“RegistrationRights Agreement” means the registration rights agreement substantially in form and substance as Exhibit 1 attached hereto.

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Seller(s)” has the meaning set forth in the preamble.

“Seller Indemnitees” has the meaning set forth in Section 8.03.

“Shares” has the meaning set forth in the recitals.

“Taxes” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“Tax Return” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Third-Party Claim” has the meaning set forth in Section 8.05(a).

ARTICLE II SHARE EXCHANGE

Section 2.01Exchange. Subject to the terms and conditions set forth herein, and in reliance upon the representations, warranties, and covenants contained in this Agreement, at the Closing, each Seller shall sell, transfer and assign to PubCo, and PubCo shall acquire from each Seller, such number of Shares set forth opposite such Seller’s name in Schedule A attached hereto under the caption “Number ofShares”, free and clear of all Encumbrances, in exchange for the consideration specified in Section 2.02.

Section 2.02Consideration; PubCo Shares. In exchange for PubCo’s purchase of the Shares from Sellers, PubCo shall issue to Sellers, at the Closing (i) an aggregate of 424,348 shares of PubCo’s common stock, $0.0001 par value per share (the “PubCo Common Stock”), which represents 19.99% of the issued and outstanding shares of PubCo Common Stock as of the Closing (the “Exchanged Common Shares”), and (ii) 38,801.546 shares of PubCo’s Series H Preferred Stock, $618.53 liquidation value per share (the “Series H Preferred Stock”) having such rights and preferences as set forth in the certificate of designation attached hereto as Exhibit 2 (the “ExchangedPreferred Shares”), and which Exchanged Preferred Shares shall be convertible into not less than 38,801,546 shares of PubCo Common Stock, subject to the Milestones set forth in the Series H Preferred Stock. The Exchanged Common Shares and the Exchange Preferred Shares shall in the aggregate represent 82.5% of the issued and outstanding shares of PubCo Common Stock as of the Closing on an as-converted and fully-diluted basis after giving effect to the issuance of the Exchanged Preferred Shares and the conversion thereof and the Recission. The specific number of Exchanged Common Shares and Exchanged Preferred Shares issuable to each Seller at the Closing shall be as set forth opposite such Seller’s name in Schedule A attached hereto under the caption “Number of Exchanged Common Shares” and “Number of Exchanged Preferred Shares” respectively. Notwithstanding anything to the contrary contained herein, the Parties agree that (x) exercise or conversion of any issued and outstanding warrants, options and other convertible securities of PubCo (“Convertible Securities”) after the date hereof on the terms of such Convertible Securities, and (y) giving effect to the Recission (or the non-occurrence thereof), shall not alter, and the Parties shall mutually agree to take such further actions as may be necessary to ensure that, the Share Exchange will result in the Exchanged Common Shares and the shares of PubCo Common Stock issuable upon conversion of the Exchanged Preferred Shares (assuming all of the Milestones have been achieved), in the aggregate, represent 82.5% of the issued and outstanding shares of PubCo Common Stock on an as-converted and fully-diluted basis as of the Closing Date.

Section 2.03Conversion of the Exchanged Preferred Shares. The conversion of the Exchanged Preferred Shares is subject to the Milestones set forth in Schedule B attached hereto and to the receipt of PubCo Shareholder Approval. For the avoidance of doubt and notwithstanding the Milestones, PubCo shall seek and obtain PubCo Shareholder Approval for the conversion of the total number of the Exchanged Preferred Shares and thereafter no additional corporate or other approval or consent will be required from the board of directors and/or stockholders of PubCo at the time of the conversion of the Exchanged Preferred Shares upon achievement of each of the Milestones. The Exchanged Preferred Shares and the Exchanged Common Shares are collectively referred to as the “Exchanged Shares”.

Section 2.04 Transactionsto be Effected at the Closing.

(a)           At the Closing, PubCo shall:

(i)            deliver to each Seller certificates representing such Seller’s portion of the Exchanged Common Shares or proof of book-entry transfer of such Exchanged Common Shares registered in the name of each Seller.

(ii)           deliver to each Seller certificates representing such Seller’s portion of the Exchanged Preferred Shares or proof of book-entry transfer of such Exchanged Preferred Shares registered in the name of each Seller; and

(iii)          deliver to the Sellers, duly executed Ancillary Documents to which PubCo is a party, and all other agreements, documents, instruments or certificates required to be delivered by PubCo at or prior to the Closing pursuant to Section 7.03 of this Agreement.

(b)          At the Closing, Sellers shall deliver to PubCo:

(i)            stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and

(ii)           duly executed Ancillary Documents to which Sellers are parties to, as applicable, and all other agreements, documents, instruments or certificates required to be delivered by Sellers at or prior to the Closing pursuant to Section 7.02 of this Agreement.

Section 2.05Closing. Subject to the terms and conditions of this Agreement, the Share Exchange contemplated hereby shall take place at a closing (the “Closing”) to be held at 10:00 a.m., New York time, no later than two Business Days after the last of the conditions to Closing set forth in ARTICLE VII have been satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), remotely by electronic exchange of documents and signatures, or at such other time or on such other date or at such other place as Agent and PubCo may mutually agree upon in writing (the day on which the Closing takes place being the “Closing Date”).

ARTICLE III

REPRESENTATIONS ANDWARRANTIES OF SELLERS

Except as set forth in the correspondingly numbered Section of the disclosure schedules delivered or deliverable by or on behalf of Sellers on or within 21 days of the date hereof in accordance with Section 5.16 herein (the “Sellers Disclosure Letter”), it being specifically agreed by PubCo that the representations and warranties under this Article III, notwithstanding being made hereunder, are being made subject to the disclosures under the Sellers Disclosure Letter, furthermore, disclosure of any item in any section of the Sellers Disclosure Letter (whether or not an explicit cross reference appears) shall be deemed to be a disclosure with respect to any other section to which the relevance of such item is reasonably apparent, each Seller hereby severally and not jointly, represents and warrants to PubCo that, as of the date hereof:

Section 3.01Organization and Authority of Seller. Each Seller has full power and authority (corporate or individually) to enter into this Agreement and the Ancillary Documents to which such Seller is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each Seller of this Agreement and the Ancillary Document to which such Seller is or will be a party, the performance by each Seller of its obligations hereunder and thereunder, and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or other action that is or may be required on the part of such Seller. This Agreement has been duly executed and delivered by each Seller, and (assuming due authorization, execution and delivery by PubCo) this Agreement constitutes a legal, valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms. When each other Ancillary Document to which such Seller is or will be a party has been duly executed and delivered by such Seller (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of such Seller enforceable against it in accordance with its terms. Sellers have authorized Robert Kennedy to execute and deliver this Agreement and the Ancillary Documents as duly authorized signatory of each Seller.

Section 3.02Organization, Authority and Qualification of the Companies. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Nevada and AMPX is a corporation duly organized, validly existing and in good standing under the Laws of the Cayman Islands. Each of the Company and AMPX has full corporate power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Each of the Company and AMPX is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effective on the Company or AMPX, as the case may be. All corporate actions taken by the Company in connection with this Agreement has and the Ancillary Documents to which the Company is a party, has been duly authorized.

Section 3.03 Capitalization.

(a)           As of the date of this Agreement, the authorized capital stock of the Company consists of 38,000,000 shares (“Company Common Stock”), of which 38,000,000 shares are issued and outstanding and constitute the Shares. All of the Shares have been duly authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by the Sellers as set forth on Schedule A attached hereto, free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, PubCo will be the record and beneficial owner of all of the Shares, free and clear of all Encumbrances.

(b)           None of the Shares were issued in violation of any agreement, arrangement or commitment to which Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person.

Section 3.04Ownership of AMPX Shares; No other Subsidiaries or Business. As of the date of this Agreement, the Company is the record and beneficial owner of 37,500 shares of ordinary shares of AMPX, par value $1.00 per share (“AMPX Shares”), free and clear of all Encumbrances.

Section 3.05No Conflicts; Consents. The execution, delivery and performance by each Seller of this Agreement and the Ancillary Documents to which it/he/she is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a material violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of such Seller, the Company or AMPX; (b) conflict with or result in a material violation or breach of any provision of any Law or Governmental Order applicable to each Seller, the Company or AMPX; (c) require the consent, notice or other action by any Person under, conflict with, result in a material violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which any Seller, the Company or AMPX is a party or by which each Seller, the Company or AMPX is bound or to which any of their respective properties and assets are subject or any Permit affecting the properties, assets or business of the Company or AMPX in any material respect; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Company or AMPX that will have a Material Adverse Effect on the Company or AMPX. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to any Seller, the Company or AMPX in connection with the execution and delivery of this Agreement and the Ancillary Documents to which such Seller or the Company is or will be a party and the consummation of the transactions contemplated hereby and thereby.

Section 3.06Financial Statements. As of the date of this Agreement, copies of AMPX’s unaudited financial statements consisting of the balance sheet of AMPX for the fiscal period ending on December 31, 2024, and the related statements of income and retained earnings, stockholders’ equity and cash flow for the same period (the “Annual FinancialStatements”), and unaudited financial statements consisting of the balance sheet of AMPX for the six-month period ending on June 30, 2025, and the related statements of income and retained earnings, stockholders’ equity and cash flow for the same period then ended (the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”) have been provided to PubCo or its Representatives. The Financial Statements are true and correct in all material respects (subject to being audited) and were prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes. The Financial Statements are based on the books and records of AMPX. The balance sheet of AMPX as of December 31, 2024 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of AMPZ as of June 30, 2025 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”.

Section 3.07Undisclosed Liabilities. Other than the ownership of the AMPX Shares, the Company has not conducted any other business; does not own any other assets; and does not have any liabilities, obligations or commitments of any nature whatsoever, whether absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”). As of the date of this Agreement, except as set forth in the Sellers Disclosure Letter, AMPX does not have any Liabilities that are required to be recorded or reflected on a balance sheet prepared in accordance with GAAP, other than:

(a)            Liabilities reflected or reserved against in the Financial Statements as of the Balance Sheet Date or the footnotes thereto;

(b)            Liabilities incurred since the Balance Sheet Date in the ordinary course of business;

(c)            Liabilities incurred in connection with the Share Exchange or as permitted or contemplated expressly by this Agreement;

(d)            Liabilities incurred pursuant to contracts or permits binding on AMPX (which are listed on the Seller Disclosure Letter), or any of its subsidiaries (other than those resulting from any breach or default under such contract or permit); and

(e)            Liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Share Exchange, this Agreement, the Company or AMPX.

Section 3.08Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, the business of AMPX has been conducted in the ordinary course of business, and there has not been, with respect to AMPX, any:

(a)            event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on AMPX;

(b)            amendment of the charter, by-laws or other organizational documents of AMPX;

(c)            issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock other than in connection with issuance or sale of capital stock to the Company, grant or exercise of options under existing incentive plan or issuance of equity to vendor, financial institutions and other third parties in the ordinary course of business;

(d)            material change in any method of accounting or accounting practice of AMPX, except as required by GAAP or as disclosed in the notes to the Financial Statements;

(e)            entry into any Contract that would constitute a Material Contract other than in the ordinary course of business;

(f)             incurrence, assumption or guarantee of any material indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the ordinary course of business;

(g)            transfer, assignment, sale or other disposition of any material assets shown or reflected in the Balance Sheet or cancellation of any material debts or entitlements;

(h)            transfer or assignment of or grant of any license or sublicense under or with respect to any material Intellectual Property except licenses or sublicenses granted in the ordinary course of business;

(i)             capital investment in, or loan to, any other Person not including extension of credit in the ordinary course of business;

(j)             acceleration, termination, material modification to or cancellation of any Material Contracts to which AMPX is a party or by which it is bound;

(k)            imposition of any Encumbrance upon any of AMPX’s material properties or assets, tangible or intangible;

(l)            loan to (or forgiveness of any loan to), or entry into any other material transaction with, any of its stockholders or current or former directors, officers and employees;

(m)           adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law, other than in connection with or with respect to the Company;

(n)            action by AMPX to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have a Material Adverse Effect on AMPX in respect of any Post-Closing Tax Period; or

(o)            Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Section 3.09****Reserved.

Section 3.10          Title to Assets; Real Property. AMPX has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets used in the operation of its businesses or reflected in the Financial Statements (or acquired after the Balance Sheet Date), other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date.

Section 3.11****LegalProceedings; Governmental Orders.

(a)            There are no Actions pending or, to Sellers’ Knowledge, threatened (a) against or by the Company or AMPX, which has a Material Adverse Effect on the Company or AMPX or any of their respective properties or assets (or by or against any Seller or any Affiliate thereof and relating to the Company or AMPX); or (b) against or by any Seller or any Affiliate of Seller (including the Company) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(b)            There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Company or AMPX or any of their respective properties or assets.

Section 3.12****ComplianceWith Laws; Permits.

(a)            Each of the Company and AMPX has complied, and is now complying, in all material respects with all Laws applicable to its business, properties or assets.

(b)            All material Permits required for the Company or AMPX, respectively, to conduct its business have been obtained by it and are valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full.

Section 3.13****Taxes.

(a)            All Tax Returns required to be filed on or before the Closing Date by the Company have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all material respects. All Taxes due and owing by the Company (whether or not shown on any Tax Return) have been, or will be, timely paid.

(b)            The Company has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law in all material respect.

(c)            No claim has been made by any taxing authority against the Company in any jurisdiction where the Company may be subject to Tax by that jurisdiction.

(d)            There are no pending, or to Seller’s Knowledge, threatened, Actions by any taxing authority against the Company.

Section 3.14****OtherRepresentations.

(a)            As of the date of this Agreement, the authorized capital stock of AMPX consists of 50,000 shares of ordinary shares, par value $1.00 per share (“AMPX Ordinary Shares”), of which 50,000 shares are issued and outstanding. All of the AMPX Ordinary Shares have been duly authorized, are validly issued, fully paid and non-assessable.

(b)            Except as set forth in Schedule 3.14(b) of the Sellers Disclosure Letter, as of the date of this Agreement, AMPX is not a party to any of the following contracts that are currently in effect (each being a “Material Contracts”):

(i)            Contracts involving aggregate consideration payable by AMPX in excess of $50,000 and which, in each case, cannot be cancelled by AMPX without penalty or without more than 90 days’ notice but excluding any employment agreements;

(ii)            Contracts that require royalty or other payments to use any material AMPX Intellectual Property;

(iii)           Contracts that require AMPX to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions;

(iv)           Contracts that provide for the assumption by AMPX of any Tax, environmental or other Liability of any Person;

(v)            Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any material real property (whether by merger, sale of stock, sale of assets or otherwise) that is not in the ordinary course of business and other than agreement with the Company;

(vi)           Contracts relating to Indebtedness (including, without limitation, guarantees) of AMPX in excess of $100,000;

(vii)          Contracts that limit or purport to limit the ability of AMPX to compete in any line of business or with any Person or in any geographic area that AMPX current conducts or competes in;

(viii)         Contracts to which AMPX is a party that provide for any joint venture, partnership or similar arrangement by AMPX with any other Person (other than the Company); and

(ix)            Collective bargaining agreements or Contracts with any union to which AMPX is a party.

As of the date of this Agreement, each Material Contract set forth in Schedule 3.14(b) of the Sellers Disclosure Letter is in full force and effect and is a valid and binding agreement enforceable against AMPX and, to Sellers’ Knowledge, the other party or parties thereto, in accordance with its terms.

(c)            To Sellers’ Knowledge, AMPX is the legal and beneficial holder of record of, or has entered into written Contracts with such third parties as may be necessary to obtain the rights to use exclusively or non-exclusively, such Intellectual Property used in connection with AMPX’s business as currently conducted. Use of such AMPX Intellectual Property may involve payment of fees or royalties to their party owner of such Intellectual Property and AMPX may not be able to use or utilize such AMPX Intellectual Property without the payment of such fees or royalties. To Sellers’ Knowledge, there are no Actions (including any opposition, cancellation, revocation, review, or other proceeding) pending that (i) allege infringement, misappropriation, or other violation by AMPX of the Intellectual Property of any Person; or (ii) challenging the validity, enforceability, registrability, patentability, or ownership of any AMPX Intellectual Property.

(d)            To Sellers’ Knowledge:

(i)             all Tax Returns required to be filed on or before the Closing Date by AMPX have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all material respects;

(ii)            all Taxes due and owing by AMPX (whether or not shown on any Tax Return) have been, or will be, timely paid;

(iii)           AMPX has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law in all material respect;

(iv)           no claim has been made by any taxing authority against AMPX in any jurisdiction where AMPX may be subject to Tax by that jurisdiction; and

(v)            there are no pending, or to Seller’s Knowledge, threatened, Actions by any taxing authority against AMPX.

Section 3.15Brokers. Except as set forth in the Seller’s Disclosure Letter, no broker, finder or investment banker (collectively, a “Broker”) is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the any Seller.

Section 3.16Title to Shares. Each Seller has good and valid title to such Seller’s Shares set forth opposite such Seller’s name on Schedule A attached hereto. The Shares of such Seller, when sold and delivered in accordance with and for the consideration set forth in this Agreement, will be free and clear of all Encumbrances and free of restrictions on transfer.

Section 3.17****InvestmentRepresentations.

(a)            Such Seller has been given access PubCo’s filings with the United States Securities and Exchange Commission available at www.sec.gov (“SEC Filings”)and has utilized such access for the purpose of obtaining investment information about PubCo.

(b)            Such Seller acknowledges that an investment in the Exchanged Shares involves a high degree of risk and each Seller has read and understands the SEC Filings, including the risk factors included in PubCo’s most recent Annual Report on Form 10- K and subsequent quarterly reports on Form 10-Q. Such Seller is in a financial position to hold the Exchanged Shares indefinitely and is able to bear the economic risk and withstand a complete loss of an investment in the Exchanged Shares.

(c)            Such Seller has obtained, to the extent such Seller deems necessary, professional advice with respect to the risks inherent in the investment in the Exchanged Shares, the condition and business of PubCo, and the suitability of the investment in the Exchanged Shares in light of such Seller’s financial condition and investment objectives.

(d)            Such Seller, either alone or with the assistance of such Seller’s professional advisor(s), if any, is a sophisticated investor, is able to fend for itself in the transactions contemplated by this Agreement, and has such knowledge and experience in financial and business matters that such Seller is capable of evaluating the merits and risks of the prospective investment in the PubCo Common Stock.

(e)            The Exchanged Shares will be acquired for investment purposes for such Seller’s own account, not as a nominee or agent, and not with a view to the distribution of any part thereof. Such Seller has no present intention of selling, granting any participation in or otherwise distributing the same in a manner contrary to the Act, or any applicable state securities or blue sky law, and such Seller does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Exchanged Shares.

(f)            Such Seller has been solely responsible for such Seller’s own due diligence investigation of PubCo and its business, and such Seller’s analysis of the merits and risks of the investment made pursuant to this Agreement, and is not relyinon anyone else’s analysis or investigation of PubCo, its business or the merits and risks of the Exchanged Shares, other than professionals employed or engaged specifically by such Seller to assist such Seller in taking any action or performing any role relative to the arranging of the investments being made pursuant to this Agreement.

(g)            Such Seller acknowledges and understands that the issuance of the Exchanged Shares has not been, and will not be, registered under the Act or under the securities laws of any state or other jurisdiction, and the Exchanged Shares are characterized under the Securities Act as a “restricted security” and therefore, cannot be sold or transferred unless such resale is subsequently registered under the Securities Act or an exemption from such registration is available. Such Seller represents that such Seller is familiar with Rule 144 promulgated under the Securities Act (“Rule 144”), as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(h)            Such Seller has been advised that the issuance of the Exchanged Shares is not being registered under the Securities Act or any other applicable securities laws of any country or state, and is being offered and sold pursuant to exemptions from such laws, and that PubCo’s reliance upon such exemptions is predicated in part on such Seller’s representations contained herein. Each Seller represents that he/she/it is either

(1) not a United States of America citizen or resident of any state therein or (2) is an “accredited investor” as defined under Rule 501(a) of Regulation D under the Securities Act, to the extent that any Seller is an entity, that it has not been organized for the specific purpose of investing in the Exchange Shares and is not acquiring the Exchanged Shares as the result of any “general solicitation” or “general advertising” as those terms are used in Regulation D under the Securities Act.

(i)             Such Seller acknowledges and understands that the conversion of Exchanged Preferred Shares is subject to the achievement of certain milestones and conditioned upon obtaining the PubCo Shareholder Approval.

(j)             Without in any way limiting the representations set forth above, such Seller further agrees that he, she or it may not make any disposition of all or any portion of the Exchanged Shares unless and until:

(i)            there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement;

(ii)           such Seller shall have notified PubCo of the proposed disposition and shall have furnished PubCo with a detailed statement of the circumstances surrounding the proposed disposition, and such Seller shall have furnished PubCo with an opinion of counsel, reasonably satisfactory to PubCo, that such disposition will not require registration of such shares under Securities the Act; or

(iii)          such proposed disposition complies in all respects with Rule 144 or any successor rule or Regulation S providing a safe harbor for such dispositions without registration and such Seller shall have furnished PubCo with an opinion of counsel, reasonably satisfactory to PubCo, that such disposition is in accordance with Rule 144 or Regulation S.

ARTICLE IV REPRESENTATIONSAND WARRANTIES OF PUBCO

Except as set forth in the correspondingly numbered section of the disclosure schedules delivered by PubCo (the “PubCo Disclosure Letter”) on or after the date hereof, it being agreed that disclosure of any item in any section of the PubCo Disclosure Letter (whether or not an explicit cross reference appears) shall be deemed to be a disclosure with respect to any other section to which the relevance of such item is reasonably apparent, PubCo represents and warrants to Sellers that the statements contained in this Article IV are true and correct as of the date hereof.

Section 4.01Organization and Authority of PubCo. PubCo is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware. PubCo has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which PubCo is or will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by PubCo of this Agreement and any Ancillary Document to which PubCo is or will be a party, the performance by PubCo of its obligations hereunder and thereunder and the consummation by PubCo of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of PubCo. This Agreement has been duly executed and delivered by PubCo, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of PubCo enforceable against PubCo in accordance with its terms. When each Ancillary Document to which PubCo is or will be a party has been duly executed and delivered by PubCo (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of PubCo enforceable against it in accordance with its terms.

Section 4.02No Conflicts; Consents. The execution, delivery and performance by PubCo of this Agreement and the Ancillary Documents to which it is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of PubCo subject to the filing of the Series H Designation with the State of Delaware; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to PubCo; or (c) except as set forth in Section 4.02 of the PubCo Disclosure Letter, require the consent, notice or other action by any Person under any Contract to which PubCo is a party. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to PubCo in connection with the execution and delivery of this Agreement and the Ancillary Documents to which PubCo is or will be a party and the consummation of the transactions contemplated hereby and thereby, except for such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the aggregate, would not have a material adverse effect on the ability of PubCo to consummate the transactions contemplated hereby on a timely basis.

Section 4.03Investment Purpose. PubCo is acquiring the Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. PubCo acknowledges that the Shares are not registered under the Securities Act, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable.

Section 4.04Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or based upon arrangements made by or on behalf of PubCo.

Section 4.05Capital Stock. The authorized capital stock of PubCo consists of 100,000,000 shares of PubCo Common Stock and 10,000,000 shares of PubCo Preferred Stock (the “Preferred Stock”). As of the close of business on September 30, 2025 (the “Measurement Date”) and after giving effect to the Recission, (i) 2,122,779 shares of PubCo Common Stock (excluding treasury shares) are issued and outstanding, all of which were validly issued, fully paid and nonassessable (which term means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares) and are free of preemptive rights, (ii) 475.56 shares of Series B Preferred Stock are issued and outstanding which are convertible into 87 shares of PubCo Common Stock, and 12,373 shares of Series G Preferred Stock are issued and outstanding (of which 11,777 shares are subject to the Recission Agreement), which Series G Preferred shares are convertible into 4,124,409 shares of PubCo Common Stock (of which 3,925,806 are subject to the Recission Agreement), (iii) 2,759 shares of PubCo Common Stock are reserved for issuance under stock options or other incentive rights granted by PubCo (of which 2,737 are subject to the Recission Agreement), (iv) 6,053,603 shares of PubCo Common Stock are reserved for issuance under warrants issued by the PubCo (of which 42,650 are subject to the Recission Agreement, (v) 60,000 shares of Series H Preferred Stock are authorized and reserved for issuance pursuant to this Agreement (upon the filing of the Series H Designation) and (vi) 198,690 shares of PubCo Common Stock are reserved for issuance upon conversion of any and all shares of the Company’s Preferred Stock (excluding any shares of PubCo Common Stock issuable on account of the shares of Series G Preferred Stock subject to the Recission Agreement). Except as listed above, PubCo does not have any outstanding warrants, bonds, debentures, notes or other obligations (or those that are convertible into, or exchangeable or exercisable for, PubCo Common Stock). Except as set forth above in Section 4.05 of the PubCo Disclosure Letter, there are no outstanding (A) shares of capital stock or other voting securities or equity interests of PubCo or any of its Subsidiaries, (B) securities of PubCo or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock of PubCo or any of its Subsidiaries or other voting securities or equity interests of PubCo or any of its Subsidiaries, (C) stock appreciation rights, “phantom” stock rights, performance units, interests in or rights to the ownership or earnings of PubCo or any of its Subsidiaries or other equity equivalent or equity-based awards or rights, (D) subscriptions, options, warrants, calls, commitments, Contracts or other rights to acquire from PubCo or any of its Subsidiaries, or obligations of PubCo or any of its Subsidiaries to issue, any shares of capital stock of PubCo or any of its Subsidiaries, voting securities, equity interests or securities convertible into or exchangeable or exercisable for capital stock or other voting securities or equity interests of PubCo or any of its Subsidiaries or rights or interests described in the preceding clause (C), or (E) obligations of PubCo or any of its Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, any such securities. There are no stockholder agreements, voting trusts or other agreements or understandings to which PubCo or any of its Subsidiaries is a party or of which PubCo has knowledge with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other voting securities or equity interests of PubCo or any of its Subsidiaries. Except as set forth in Schedule 4.06 of the PubCo Disclosure Letter, the execution and performance of this Agreement and the Share Exchange contemplated herein, including the issuance of the Exchanged Common Shares and the Exchanged Preferred Shares will not violate or conflict with the terms and conditions of any warrants issued by the PubCo and will not trigger any changes, amendments, or adjustments, including without limitation, any price adjustment, reset, anti-dilution or similar adjustment.

Section 4.07****SECReporting.

(a)            PubCo has filed with or furnished to the SEC on a timely basis true and complete copies of all forms, reports, schedules, statements and other documents required to be filed with or furnished to the SEC by PubCo since January 1, 2023, including all SEC Filings (all such documents, together with all exhibits and schedules to the foregoing materials and all information incorporated therein by reference, the “PubCo SEC Documents”). As of their respective filing dates (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), the PubCo SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), as the case may be, including, in each case, the rules and regulations promulgated thereunder, and none of the PubCo SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b)            The financial statements (including the related notes and schedules thereto) included (or incorporated by reference) in the PubCo SEC Documents (i) have been prepared in a manner consistent with the books and records of PubCo, (ii) have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (iii) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (iv) fairly present in all material respects the consolidated financial position of PubCo and its consolidated subsidiaries as of the dates thereof and their respective consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that were not, or are not expected to be, material in amount), all in accordance with GAAP and the applicable rules and regulations promulgated by the SEC. Since January 1, 2023, PubCo has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law. The books and records of PubCo have been, and are being, maintained in all material respects in accordance with GAAP (to the extent applicable) and any other applicable legal and accounting requirements and reflect only actual transactions.

(c)            PubCo maintains and since January 1, 2023, has maintained disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed and reasonably effective to ensure that all information (both financial and non-financial) relating to PubCo and its Subsidiaries required to be disclosed in PubCo’s periodic reports under the Exchange Act is made known to PubCo’s principal executive officer and its principal financial officer by others within PubCo or any of its Subsidiaries, and such disclosure controls and procedures are effective in timely alerting PubCo’s principal executive officer and its principal financial officer to such information required to be included in PubCo’s periodic reports required under the Exchange Act. PubCo maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably sufficient (i) to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (B) that transactions are executed only in accordance with the authorization of management, and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of PubCo’s properties or assets that could have a material effect on the financial statements and (ii) such that all material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act.

(d)            Except as specifically noted herein, nothing disclosed in the PubCo SEC Documents shall be deemed to be a qualification of, or modification to, the representations and warranties in this Article IV.

Section 4.08Undisclosed Liabilities. As of the date of this Agreement, except as set forth in Section 4.08 of the PubCo Disclosure Letter, there are no Liabilities of PubCo or any of its Subsidiaries, individually or in the aggregate, that are required to be recorded or reflected on a balance sheet prepared in accordance with GAAP, other than:

(a)            Liabilities reflected or reserved against in the consolidated balance sheet of PubCo and its consolidated Subsidiaries as of December 31, 2024 or the footnotes thereto set forth in the PubCo SEC Documents;

(b)            Liabilities incurred since December 31, 2024 in the ordinary course of business (none of which is a Liability for tort, breach of contract or environmental Liability);

(c)            Liabilities incurred in connection with the Share Exchange or as permitted or contemplated expressly by this Agreement; and

(d)            Liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on PubCo.

Section 4.09Legal Proceedings. Except as set forth in the PubCo SEC Documents or in Section 4.09 of the PubCo Disclosure Letter, (a) there are no Actions pending or, to PubCo’s knowledge, threatened against or by PubCo or any Affiliate of PubCo or any of their assets or properties that would, individually or in the aggregate, reasonably be expected to be material to PubCo and its Subsidiaries, (b) there are no Orders outstanding against PubCo and its Subsidiaries or any of their assets or properties that would, individually or in the aggregate, reasonably be expected to be material to PubCo and its Subsidiaries, and (c) no Action pending or, to PubCo’s knowledge, threatened against or by PubCo or any Affiliate of PubCo, that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Section 4.10 Taxes.

(a)            All Tax Returns required to be filed by PubCo have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all material respects. All Taxes due and owing by PubCo (whether or not shown on any Tax Return) have been, or will be, timely paid.

(b)            PubCo has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law in all material respect.

(c)            No claim has been made by any taxing authority against PubCo in any jurisdiction where PubCo may be subject to Tax by that jurisdiction.

Section 4.11Nasdaq Listing. Shares of the PubCo Common Stock are registered pursuant to Section 12(b) of the Exchange Act and are listed on the Nasdaq Global Market under the symbol “ENTO”. PubCo is in compliance in all material respects with the rules of Nasdaq and there is no Action or proceeding pending or, to the knowledge of PubCo, threatened against PubCo by Nasdaq or the SEC with respect to any intention by such entity to deregister the PubCo Common Stock or terminate the listing of the PubCo Common Stock on Nasdaq. None of PubCo nor any of its Affiliates or Representatives has taken any action to terminate the registration of the PubCo Common Stock under the Exchange Act except as expressly contemplated by this Agreement.

ARTICLE V COVENANTS

Section 5.01Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by the other party hereto (which consent shall not be unreasonably withheld, conditioned or delayed), each of the PubCo and the Company shall, (x) conduct their respective business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of such company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with such company.

Section 5.02Access to Information. From the date hereof until the Closing, each party hereto shall, (a) afford the other party and its Representatives full and free access to and the right to inspect all of the properties, assets, premises, books and records, Contracts and other documents and data related to such company; and (b) furnish such requesting party and its Representatives with such financial, operating and other data and information related to the PubCo, the Company and their respective Subsidiaries, as the requesting party or any of its Representatives may reasonably request. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of any party hereto. No investigation by any party hereto shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the other parties in this Agreement. PubCo and Sellers shall comply with and shall use their reasonable best efforts to cause their respective Representatives to comply with, all of their respective obligations under any applicable confidentiality agreement to which they are subject, with respect to the information disclosed under this Section 5.02.

Section 5.03****No Solicitation of Other Bids.

(a)            Neither PubCo nor any of Sellers shall, and shall not authorize or permit any of their respective Affiliates (including the Company) or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. PubCo and Sellers shall immediately cease and cause to be terminated, and shall cause their respective Affiliates (including the Company) and all of its and their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal or offer from any Person concerning (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the either PubCo or the Company, respectively; (ii) the issuance or acquisition of shares of capital stock or other equity securities of PubCo, or the Company, respectively, pursuant to which such third-party purchaser directly or indirectly acquires beneficial or record ownership of securities representing more than 50% of the outstanding securities of any class of voting securities of a party; (iii) the sale, lease, exchange or other disposition of any significant portion of PubCo’s or the Company’s properties or assets, respectively; or (iv) the sale, exchange or other disposition of any of the AMPX shares owned by the Company.

(b)            In addition to the other obligations under this Section 5.03, each of the respective parties hereto shall promptly (and in any event within three Business Days after receipt thereof by any such party or its Representatives) advise the other party orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same.

(c)            Each of the parties hereto agree that the rights and remedies for noncompliance with this Section 5.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the other party and that money damages would not provide an adequate remedy to such party.

Section 5.04****Noticeof Certain Events.

(a)            From the date hereof until the Closing, Sellers or the Company shall promptly notify PubCo in writing of:

(i)            any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, or (B) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 7.02 to be satisfied;

(ii)           any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the completion the Share Exchange contemplated by this Agreement;

(iii)          any notice or other communication from any Governmental Authority in connection with the completion of the Share Exchange contemplated by this Agreement; and

(iv)          any Actions commenced or, to Sellers’ Knowledge, threatened against, relating to or involving or otherwise affecting any Seller or the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.11 or that relates to the consummation of the Share Exchange contemplated by this Agreement.

(b)            PubCo’s receipt of information pursuant to this Section 5.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement (including Section 8.02 and Section 9.01 and shall not be deemed to amend or supplement the Sellers Disclosure Letter unless otherwise agreed.

Section 5.05****Listing. PubCo shall (a) comply with Nasdaq rules and regulations, and (b) timely respond to any enquiries and action letters from Nasdaq, so as to ensure that Nasdaq does not deregister the PubCo Common Stock or terminate the listing of the PubCo Common Stock on Nasdaq from the date of this Agreement through the conversion of all of the Exchanged Preferred Shares.

Section 5.06Directors and Officers of the Company. PubCo agrees and covenants that the directors and officers of the Company in officer on the date of this Agreement shall remain as the directors and officers of the Company, and shall not be involuntarily removed or dismissed from such positions by actions of PubCo (or its board of directors) except with the prior written consent of Sellers until such time that the Exchanged Preferred Shares have been converted in full into PubCo Common Stock.

Section 5.07****PubCoStockholder Meeting.

(a)            Aa promptly as practicable following the Closing, PubCo shall establish the record date, and take all action necessary under applicable Law to call, give notice of, convene and hold a meeting of the holders of PubCo Common Stock (the “PubCo StockholderMeeting”) to consider and obtain approval for the PubCo Stockholder Approval Matters with the recommendation of the board of directors of PubCo that such PubCo Stockholder Approval Matters be approved. The PubCo Stockholder Meeting shall be held as promptly as practicable after the filing of a proxy statement under the Securities Act (a “Proxy Statement”), and in any event no later than twenty (20) days after PubCo has received approval to mail such Proxy Statement. PubCo shall take reasonable measures to ensure that all proxies solicited in connection with the PubCo Stockholder Meeting are solicited in compliance with all applicable Law. Notwithstanding anything to the contrary contained herein, if on the date of the PubCo Stockholder Meeting, or a date preceding the date on which the PubCo Stockholder Meeting is scheduled, PubCo reasonably determines in good faith that (i) it will not receive proxies sufficient to obtain approval for the PubCo Stockholder Approval Matters, whether or not a quorum would be present or (ii) it will not have sufficient shares of PubCo Common Stock represented (whether in person or by proxy) to constitute a quorum necessary to conduct the business of the PubCo Stockholder Meeting, PubCo may postpone or adjourn, or make one or more successive postponements or adjournments of, the PubCo Stockholder Meeting as long as the date of the PubCo Stockholder Meeting is not postponed or adjourned by more than an aggregate of ten (10) Business Days days in connection with any postponements or adjournments.

(b)            Notwithstanding anything to the contrary contained in Section 5.07(a), PubCo shall use its reasonable best efforts to convene and hold a PubCo Stockholder Meeting to obtain approval for the PubCo Stockholder Approval Matters as soon as practicable after the Closing Date. If, despite PubCo’s reasonable best efforts, the approval for the PubCo Stockholder Approval Matters is not obtained on or prior to January 31, 2026, PubCo shall cause an additional PubCo Stockholder Meeting to be held on or prior to the 60^th^ calendar day following the failure to obtain an approval to the PubCo Stockholder Approval Matters. If, despite PubCo’s reasonable best efforts, such approval of the PubCo Stockholder Approval Matters is still not obtained after such subsequent PubCo Stockholder Meeting, PubCo shall continue to cause additional PubCo Stockholder Meeting to be held every 60 days thereafter until such approval of the PubCo Stockholder Approval Matters have been obtained.

Section 5.08****Governmentaland Other Approvals and Consents.

(a)            Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders and approvals.

(b)            Sellers and PubCo shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 3.05 and Section 4.02 of the Disclosure Schedules as promptly as practicable after the Closing and prior to the PubCo Stockholder Meeting.

(c)            Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto shall use all reasonable best efforts to:

(i)            respond to any inquiries by any Governmental Authority regarding any matters with respect to the transactions contemplated by this Agreement or any Ancillary Document;

(ii)           avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this Agreement or any Ancillary Document; and

(iii)          in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this Agreement or any Ancillary Document has been issued, to have such Governmental Order vacated or lifted.

(d)            If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, Sellers shall, subsequent to the Closing, cooperate with PubCo and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, Sellers shall use their reasonable best efforts to provide the Company with the rights and benefits of the affected Contract for the term thereof, and, if Seller provides such rights and benefits, the Company, respectively, shall assume all obligations and burdens thereunder.

(e)            All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact.

Section 5.09 Board of Directors. At the Closing, Sellers shall have the right to designate two directors to the PubCo’s Board of Directors which designee shall be subject to the consent of PubCo, not to be unreasonably withheld, which designees shall be entitled to serve as a director until PubCo’s next regularly scheduled annual meeting. The Parties further agree that additional directors may be appointed or appointable by Sellers upon the conversion of Exchanged Preferred Stock into PubCo Common Stock, such that upon the full conversion of Exchanged Preferred Stock into PubCo Common Stock, Sellers shall be entitled to appoint 5 out of the 7 directors, subject to requirements of Nasdaq (the “Board Control”).

Section 5.10Closing Conditions From the date hereof until the Closing, each party hereto shall use its reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in ARTICLE VII hereof that are applicable to it.

Section 5.11Public Announcements. Unless otherwise required by applicable Law or stock exchange requirements (based upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.

Section 5.12Audit. From and after the Closing, Sellers agree to cooperate with PubCo and PubCo’s auditors in conducting an audit of the Company’s financial statements for the fiscal years ending December 31, 2023 and December 31, 2024 (the “Audit”) and to cooperate with PubCo in preparing unaudited financial statements for the Company through its most recent 2025 fiscal quarter end as may be required in connection with any SEC filings to be made by PubCo. In connection therewith, Sellers agree to make all of the applicable books and records available to PubCo and PubCo’s Auditor and to make the appropriate individuals and outside accountants available to PubCo and PubCo’s Auditor auditor in connection therewith.

Section 5.13Financing. The closing of PubCo’s proposed financing with the gross proceeds therefrom of not less than $3 million financing shall occur no later than 30 days following the Closing Date (the “Financing”). At no time prior to the completion of such financing shall PubCo have less than $2,000,000 in available cash on deposit with one or more financial or banking institutions.

Section 5.14Conversion of Exchanged Preferred Stock. PubCo shall undertake to issue such corresponding shares of Common Stock issuable upon the conversion of the Exchanged Preferred Shares within five (5) Business Days of the achievement of each Milestone without further notice from Sellers.

Section 5.15Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

Section 5.16Seller Disclosure Schedules. Sellers shall have 21 days from the date hereof to deliver to PubCo the Seller Disclosure Letter as referenced in Article III together with copies of any and all documents or other relevant information with respect to any disclosures listed in the Seller Disclosure Letter as may be appropriate and relevant. If any such disclosure listed in the Seller Disclosure Letter has or is reasonably likely (taking into consideration the totality of facts and circumstance as applicable to the Company or AMPX) to have a Material Adverse Effect on the Company’s ownership of the AMPX Shares or the ownership or operation of the AMPX assets or business, then PubCo shall be entitled to seek indemnification for any breach of representation or warranty as set forth in Section 8.02(a) herein, and such for purposes of determining the existence of any inaccuracy in, or breach of, any representation or warranty and for calculating the amount of any Loss with respect thereto, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any such disclosure or other similar qualification contained in the Seller Disclosure Letter.

Section 5.17Incentive to the Company Team; PubCo Option or Incentive Plan. As soon as practicable after the date hereof and subject to any required shareholder approval, in cancellation of any and all existing AMPX warrants and options, PubCo shall: (a) issue up to 2,000,000 restricted stock awards exercisable for PubCo Common Stock, to such Persons and in such amounts as the Company and PubCo may mutually agree with respect to such Persons working for or with the Company before or after the Closing Date; (b) amend its option or incentive plan currently in effect (the “PubCo Incentive Plan”) to, among other things, increase the number of shares of PubCo Common Stock issuable or available to be issued under the PubCo Incentive Plan, and (c) grant Awards (as defined in the PubCo Incentive Plan) of up to 3,800,000 options, exercisable at $0.66 per share, subject to a 3-year vesting starting December 31, 2025, to such Persons and in such amounts as the Company and PubCo may mutually agree with respect to such Persons working for or with the Company before or after the Closing Date. The Awards granted will be subject to the terms and conditions of the PubCo Incentive Plan, as amended from time to time.

ARTICLE VI

[RESERVED]

ARTICLE VII

CONDITIONS TO CLOSING

Section 7.01Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a)            No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

(b)           Sellers and the Company shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 and Section 5.08 and PubCo shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.02, in each case, in form and substance reasonably satisfactory to PubCo and Sellers, as the case may be, and none of such consent, authorization, order and approval shall have been revoked as of the Closing Date.

Section 7.02Conditions to Obligations of PubCo. The obligations of PubCo to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or PubCo’s waiver, at or prior to the Closing, of each of the following conditions:

(a)            Subject to the Sellers Disclosure Letter, which may be delivered after the date of this Agreement with retroactive effect as agreed to by the parties hereto, the representations and warranties of Sellers contained in this Agreement and the Ancillary Documents shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Sellers’ ability to consummate the transactions contemplated by this Agreement.

(b)            Sellers and the Company shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date.

(c)            No Action shall have been commenced against PubCo, any Seller, or the Company, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.

(d)           The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have been delivered to PubCo.

(e)            Agent shall have delivered to PubCo a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is organized.

(f)            The Company shall have entered into a definitive binding agreement with AMP Solar Group Inc. to acquire additional ordinary shares of AMPX representing 24% of the issued and outstanding shares of AMPX.

(g)            PubCo shall have received a certificate, dated the Closing Date and signed by Sellers, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied.

Section 7.03Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Sellers’ waiver, at or prior to the Closing, of each of the following conditions:

(a)            The representations and warranties of PubCo contained in this Agreement and the Ancillary Documents shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on PubCo’s ability to consummate the transactions contemplated by this Agreement.

(b)            PubCo shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements and covenants that are qualified by materiality, PubCo shall have performed such agreements and covenants, as so qualified, in all respects.

(c)            No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.

(d)            The Ancillary Documents shall have been executed and delivered by the parties thereto and complete copies thereof shall have been delivered to Seller.

(e)            PubCo shall have no less than $2,000,000 of available cash on deposit with one or more financial or banking institutions and such amount shall remain under deposit and available to PubCo until the closing of PubCo’s proposed Financing. PubCo shall deliver to Sellers at the Closing a certified copy of its banking statement or similar records showing such amount being in deposit.

(f)             Sellers shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of PubCo, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.

(g)            Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of PubCo certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of PubCo authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby.

(h)            Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of PubCo certifying the names and signatures of the officers of PubCo authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder.

(i)             Shares of the PubCo Common Stock remain listed on the Nasdaq Global Market.

ARTICLE VIII

INDEMNIFICATION

Section 8.01Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties of the Sellers contained herein shall survive the Closing and shall remain in full force and effect until the date that is 12 months from the Closing Date; provided, that the representations and warranties in Section 3.01, Section 3.02, Section 3.03, Section 3.04 and Section 3.16 shall survive indefinitely. Subject to the limitations and other provisions of this Agreement, the representations and warranties of the PubCo contained herein shall survive the Closing and shall remain in full force and effect until the date that is 30 days after the PubCo files its Form 10-K for its fiscal year ending December 31, 2026; provided, thatthe representations and warranties in Section 4.01, Section 4.02 and Section 4.04 shall survive indefinitely. All covenants and agreements of the parties contained herein (other than any covenants or agreements contained in ARTICLE VI which are subject to ARTICLE VI) shall survive the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Section 8.02Indemnification By Sellers. Subject to the other terms and conditions of this ARTICLE VIII, from and after Closing, Sellers shall severally and not jointly indemnify and defend each of PubCo and its Affiliates (including the Company after the Closing) and their respective Representatives (collectively, the “PubCo Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the PubCo Indemnitees based upon, arising out of, with respect to or by reason of:

(a)            any inaccuracy in or breach of any of the representations or warranties of Seller contained in ARTICLE III of this Agreement or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement; or

(b)            any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Sellers pursuant to this Agreement

Section 8.03Indemnification By PubCo. Subject to the other terms and conditions of this ARTICLE VIII, from and after Closing, PubCo shall indemnify and defend each of the Sellers (including the Company if before the Closing) and their respective Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

(a)            any inaccuracy in or breach of any of the representations or warranties of PubCo contained in ARTICLE IV of this Agreement or in any certificate or instrument delivered by or on behalf of PubCo pursuant to this Agreement; or

(b)            any breach or non-fulfillment of any covenant, agreement or obligation to be performed by PubCo pursuant to this Agreement.

Section 8.04Certain Limitations. The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:

(a)            Sellers shall not be liable to the PubCo Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds $250,000 (the “Basket”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02(a) shall not exceed $5,000,000 (the “Cap”).

(b)            PubCo shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event PubCo shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which PubCo shall be liable pursuant to Section 8.03(a) shall not exceed the Cap.

(c)            Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05, Section 4.01, Section 4.02, Section 4.04 and Section 4.05.

Section 8.05Indemnification Procedures. The party making a claim under this ARTICLE VIII is referred to as the “IndemnifiedParty”, and the party against whom such claims are asserted under this ARTICLE VIII is referred to as the “IndemnifyingParty”.

(a)            Third-Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third-Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third- Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is a Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third-Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of the Company, or (y) the Third-party Claim is brought in a jurisdiction other than the Republic of the Philippines. In the event that the Indemnifying Party assumes the defense of any Third-Party Claim, subject to Section 8.05(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third-Party Claim, the Indemnified Party may, subject to Section 8.05(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. Sellers and PubCo shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, including making available (subject to the provisions of Section 8.05(b)) records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third-Party Claim.

(b)            Settlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third- Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b). If a firm offer is made to settle a Third-Party Claim without leading to Liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all Liabilities and obligations in connection with such Third-Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third-Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third-Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).

(c)            Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (a “DirectClaim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30-day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

Section 8.06****Reserved.

Section 8.07Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Section 8.08Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.

ARTICLE IX

TERMINATION

Section 9.01 [Reserved]

Section 9.02Recission and Unwinding. Notwithstanding the Closing having occurred and the Exchanged Common Shares and Exchanged Preferred Shares having been issued in exchange for the Shares pursuant to this Agreement, until the earlier of such time as the Sellers have Board Control as set forth in Section 5.09 or until such time as all of the shares of the Exchange Preferred Shares that are entitled to be converted into PubCo Common Stock have been converted into PubCo Common Stock in accordance with this Agreement and the Certificate of Designation, Sellers may by written notice to PubCo nullify, rescind and unwind this Agreement and the Share Exchange undertaken pursuant to this Agreement without penalty to Sellers:

(a)            upon the deregistration of PubCo Common Stock or the termination of listing PubCo Common Stock on Nasdaq;

(b)            if PubCo fails to timely file a Proxy Statement or to call, give notice of, convene and hold a PubCo Stockholder Meeting pursuant to Section 5.07 of this Agreement, provided, that such delay or failure is not as a result of PubCo not receiving the required Audit from the Company; or

(c)            if approval of the PubCo Stockholder Approval Matters cannot be obtained after three PubCo Stockholder Meetings have been called and held to seek such approval.

Section 9.03****Effect of Termination.

(a)            In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:

(i)             that the obligations set forth in this ARTICLE IX and ARTICLE X hereof shall survive termination; and

(ii)            that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.

(b)            In the event Sellers nullify, rescind or unwind this Agreement and the Share Exchange pursuant to Section 9.02(a), Section 9.02(b) or Section 9.02(c), PubCo shall be obligated to return the Shares to Sellers in exchange for the return by Sellers of the Exchanged Common Shares and the Exchanged Preferred Shares (if not yet converted or any shares of PuCo Common Stock issued upon conversion of the Exchanged Preferred Shares). Notwithstanding anything to the contrary, in the event that Sellers rescind or unwind this Agreement and the Share Exchange pursuant to Section 9.02(a) or Section 9.02(b), Sellers shall be entitled to seek, and PubCo shall be liable to Sellers for, a break fee from PubCo in the amount of $1,000,000 in connection therewith.

ARTICLE X

MISCELLANEOUS

Section 10.01Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 10.02Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):

If to Sellers:	To the address for each Seller set forth in Schedule A
with a copy to:	Lucosky Brookman
---	---
	101 Wood Ave S, 5th Floor
	Woodbridge, New Jersey 08830
	fax 732 395 4401
	E-mail: jlucosky@lucbro.com<br><br> <br>lmetelitsa@lucbro.com
	Attention: Joseph Lucosky<br><br> <br>Lawrence Metelitsa
If to PubCo:	Entero Therapeautics, Inc.
---	---
	777 Yamato Road, Suite 502
	Boca Raton, FL 33431
	E-mail: jason@accessalternative.com
	Attention:     Jason Sawyer
with a copy to:	Sichenzia Ross Ference Carmel LLP<br><br> <br>1185 Avenue of the Americas<br><br> <br>New York, NY 10036
---	---
	E-mail:           rcarmel@srfc.law
	Attention:    Ross Carmel

Section 10.03Interpretation. For purposes of this Agreement, unless otherwise expressly provided, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; and (d) references herein: (i) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Section 10.04Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 10.05Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 10.06Entire Agreement. This Agreement and the Ancillary Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the Ancillary Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 10.07Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that prior to the Closing Date, PubCo may, without the prior written consent of Sellers, assign all or any portion of its rights under this Agreement to one or more of its direct or indirect wholly-owned subsidiaries. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 10.08No Third-Party Beneficiaries. Except as provided in ARTICLE VIII, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 10.09Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 10.10 Governing Law; Submission to Jurisdiction;Waiver of Jury Trial.

(a)            This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

(b)            ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF DELAWARE IN EACH CASE LOCATED IN COUNTY OF KENT, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c)            EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(c).

Section 10.11Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 10.12Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized officers or representatives.

PUBCO
ENTERO THERAPEUTICS, INC.
By	/s/ Jason Sawyer
Name: Jason Sawyer
Title: Interim Chief Executive Officer
THE COMPANY
GRID AI CORP
By
Name:
Title:
SELLERS:
ROBERT KENNEDY
Authorized Signatory
On behalf of Each Seller

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized officers or representatives.

PUBCO
ENTERO THERAPEUTICS, INC.
By
Name: Jason Sawyer
Title: Interim Chief Executive Officer
THE COMPANY
GRID AI CORP
By	/s/ ROBERT KENNEDY
ROBERT KENNEDY
Authorized Signatory
SELLERS:
ROBERT KENNEDY
Authorized Signatory
On behalf of Each Seller

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized officers or representatives.

PUBCO
ENTERO THERAPEUTICS, INC.
By
Name: Jason Sawyer
Title: Interim Chief Executive Officer
THE COMPANY
GRID AI CORP
By
Name:
Title:
SELLERS:
/s/ ROBERT KENNEDY
ROBERT KENNEDY
Authorized Signatory<br><br> <br>On behalf of Each Seller

SCHEDULE A

Schedule of Sellers

**<br><br> <br>Name of Seller**	**<br><br> <br>Address**	Number of SharesOwned	Number of Exchanged Common Shares	Number of Exchange Preferred Shares

SCHEDULE B

Conversion Milestones

<br><br> <br><br><br> <br>Milestone	**<br><br> <br>Target Date**	<br><br> <br><br><br> <br>Notes/Status
AmpZ LOI Executed	Mid Q4 '25	Underway; scope and engagement in development; commercial terms discussion about to commence
AGL Contract Executed	Mid Q4 '25	Trial results exceeded expectations; teams negotiating terms; Sr leadership engagement underway
Integrate Controls Team for Amp Z contract	End Q4 '25	Top prospects in Australia, Texas, plus other US and Europe retailers identified; will sell top down
Increase AmpX Pipeline by over $25M	End Q4 '25	Top prospects in Australia, Texas, plus other US and Europe retailers identified; will sell top down
AmpZ Contract Executed	Beg Q1 '26	Top 12-15 candidates mapped, make initial outreach at senior level to at least half

Exhibit 3.1

ENTERO THERAPEUTICS, INC.

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

SERIES H NON-VOTING CONVERTIBLE PREFERRED STOCK

Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware

THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of ENTERO THERAPEUTICS, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the Board of Directors of the Corporation (the “Board of Directors”), in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), at a meeting duly called and held on September 30, 2025, which resolution provides for the creation of a series of the Corporation’s preferred stock, $0.0001 par value per share, which is designated as “Series H Non-Voting Convertible Preferred Stock,” with the voting and other powers, preferences and relative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations and restrictions thereof set forth herein.

WHEREAS: the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), provides for a class of its authorized stock known as preferred stock, $0.0001 par value per share, consisting of 10,000,000 shares (the “PreferredStock”), issuable from time to time in one or more series.

NOW, THEREFORE, BE IT:

RESOLVED: that, pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, (a) a series of Preferred Stock of the Corporation consisting of 38,801.546 shares be, and hereby is, authorized by the Board of Directors, (b) the Board of Directors hereby designates such series of shares as “Series H Non-Voting Convertible Preferred Stock”, and (c) the Board of Directors hereby fixes the powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such shares of Preferred Stock, in addition to any provisions set forth in the Certificate of Incorporation that are applicable to the Preferred Stock of all classes and series, as follows:

TERMS OF SERIES H NON-VOTING CONVERTIBLE PREFERREDSTOCK

1.             Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally are open for use by customers on such day.

“Commission” means the United States Securities and Exchange Commission.

“Common Stock” means the Corporation’s common stock, $0.0001 par value per share, and the Corporation’s stock of any other class into which such common stock or such stock of any other class may hereafter be reclassified or changed.

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series H Non-Voting Preferred Stock in accordance with the terms hereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

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“Holder” means a holder of shares of Series H Non-Voting Preferred Stock.

"Junior Securities" means any class of securities that is specifically designated as junior to the Series H Non-Voting Preferred Stock.

"Liquidation Value" means, with respect to any share of Series H Non-Voting Preferred Stock on any given date, $618.53 (as adjusted for any stock splits, stock dividends, recapitalizations, or similar transaction with respect to the Series H Non-Voting Preferred Stock).

“Milestone Event 1” means execution of the AmpZ LOI by November 15, 2025.

“Milestone Event 2” means execution of the AGL Contract by November 15, 2025.

“Milestone Event 3” means integrating controls team for the AmpZ contract by December 31, 2025.

“Milestone Event 4” means increasing the AmpX pipeline by over $25 million by December 31, 2025.

“Milestone Event 5” means execution of the AmpZ contract by January 31, 2026.

“Milestone Event 6” means progressing two acquisition candidates on or before by January 31, 2026.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Trading Day” means a day on which the principal Trading Market is open for business.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, NYSE American or the New York Stock Exchange (or any successors to any of the foregoing).

2.             Designation,Amount and Par Value. The series of Preferred Stock created and authorized by this Certificate of Designation shall be designated as the Corporation’s Series H Non-Voting Convertible Preferred Stock (the “Series H Non-Voting Preferred Stock”) and the number of shares of such series of Preferred Stock shall be [24,000]. Each share of Series H Non-Voting Preferred Stock shall have a par value of $0.0001 per share.

3.             Dividends. No dividends shall be paid on shares of Series H Non-Voting Preferred Stock, except as required by applicable law.

4.             VotingRights.

4.1.          Except as otherwise provided herein or as otherwise required by the DGCL, the Series H Non-Voting Preferred Stock shall have no voting rights. However, as long as any shares of Series H Non-Voting Preferred Stock are outstanding, the Corporation shall not, without the written consent or affirmative vote of the holders of a majority of the then outstanding shares of the Series H Non-Voting Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the Series H Non-Voting Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of, or add any provision to, the Certificate of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate of designations, preferences, limitations and relative rights of any series of Preferred Stock, in each case 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 H Non-Voting Preferred Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation, recapitalization, reclassification, conversion or otherwise, or (ii) enter into any agreement with respect to any of the foregoing.

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4.2.          Any vote required or permitted hereunder or required by applicable law may be taken at a meeting of the Holders or through an action by written consent in lieu of such meeting in accordance with Section 228 of the DGCL.

5.             Rank;Liquidation.

5.1.          With respect to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, all shares of Series H Non-Voting Preferred Stock shall rank: (i) senior to all Junior Securities; (ii) on parity with the Common Stock any other class or series of Preferred Stock of the Corporation hereafter created specifically ranking, by its terms, on parity with the Series H Non-Voting Preferred Stock (the "Parity Securities"); and (iii) junior to the Series B Convertible Preferred Stock any other class or series of Preferred Stock or other capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series H Non-Voting Preferred Stock (collectively, the "SeniorSecurities").

5.2.          Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), each Holder shall be entitled, together pro rata with the holders of Parity Securities, to be paid out of the assets of the Corporation available for distribution to its stockholders, before any payment shall be made to the holders of Junior Securities by reason of their ownership thereof, an amount in cash equal to the aggregate Liquidation Value of all shares of Series H Non-Voting Preferred Stock held by such Holder. For the avoidance of any doubt, a Fundamental Transaction (as defined below) shall not be deemed a Liquidation unless the Corporation expressly declares that such Fundamental Transaction shall be treated as if it were a Liquidation.

6.             Conversion.

6.1.          Automatic and Optional Conversions. The shares of Series H Non-Voting Preferred Stock shall be convertible into shares of Common Stock from and after the date that the Corporation’s stockholders approve the conversion of the Series H Non-Voting Preferred Stock into shares of Common Stock in accordance with the listing rules of the Nasdaq Stock Market (the “Stockholder Approval”) as follows:

6.1.1         Automatic Conversion Upon Specified Milestone. Each share of Series H Non-Voting Preferred Stock shall be convertible into shares of Common Stock in six (6) equal installments, each representing one-sixth (1/6) of the aggregate number of shares of Common Stock issuable upon conversion of all of the Series H Non-Voting Preferred Stock held by a Holder if converted in full (the “ConversionShares”), automatically and without an action required on the part of the Holder thereof within five Business Days of the achievement of each of the following milestone events (each, a “Milestone Event”):

(i) the achievement of Milestone Event 1;

(ii) the achievement of Milestone Event 2;

(iii) the achievement of Milestone Event 3;

(iv) the achievement of Milestone Event 4;

(v) the achievement of Milestone Event 5; and

(vi) the achievement of Milestone Event 6.

Effective as of 9:00 a.m. Eastern time on the first (1st) Business Day after the date of each Milestone Event, one-sixth (1/6) of the outstanding shares of Series H Non-Voting Preferred Stock held by each Holder thereof shall, without any further action on the part of the Corporation or such Holder, automatically and irrevocably convert into such number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock equal to the Conversion Ratio (as defined below), subject to the Beneficial Ownership Limitation (as defined below) set forth in Section 6.3 (the “Automatic Conversion”). The initial conversion price per Share (the "Conversion Price") shall be equal to $3.731, subject to adjustment as applicable in accordance with Section 7.

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In determining the application of the Beneficial Ownership Limitations solely with respect to the Automatic Conversion, the Corporation shall calculate beneficial ownership for each Holder assuming beneficial ownership by such Holder of (x) the number of shares of Common Stock issuable to such Holder in such Automatic Conversion, plus (y) any additional shares of Common Stock for which a Holder has provided the Corporation with prior written notice of beneficial ownership within at least two (2) Business Days prior to each Milestone Event (a “BeneficialOwnership Statement”) and assuming the conversion of all shares of Series H Non-Voting Preferred Stock held by all other Holders less the aggregate number of shares of Series H Non-Voting Preferred Stock held by all other Holders that will not convert into shares of Common Stock on account of the application of any Beneficial Ownership Limitations applicable to any such other Holders. If a Holder fails to provide the Corporation with a Beneficial Ownership Statement within two Business Days prior to each applicable Milestone Event, then the Corporation shall presume the Holder’s beneficial ownership of Common Stock (excluding the Conversion Shares) to be zero. The shares of Series H Non-Voting Preferred Stock that are converted in the Automatic Conversion are referred to as the “Converted Stock.”

(a)            Converted Stock that is registered in book entry form shall be automatically converted upon the Automatic Conversion into the corresponding Conversion Shares, which shares shall be issued in book entry form and without any action on the part of the Holders.

(b)            Converted Stock that is issued in certificated form shall be automatically converted upon the Automatic Conversion into the corresponding Conversion Shares and any certificate that formerly represented the Converted Stock shall be deemed to represent the Conversion Shares into which the Converted Stock shall have been automatically converted. For the avoidance of doubt, upon the Automatic Conversion, all shares of Series H Non-Voting Preferred Stock to be converted thereby shall be converted, whether or not any physical certificate(s) representing the Converted Stock shall have been delivered to the Corporation in advance thereof.

(c)            Whether or not the Converted Stock is in book-entry or certificated form, upon the Automatic Conversion, the Holder thereof shall cease to have any rights as holder of shares of Series H Non-Voting Preferred Stock, except for the right to receive the Conversion Shares into which the Converted Stock has been converted in accordance with the terms of this Certificate of Designation. Notwithstanding the foregoing and the automatic conversion of the Converted Stock upon the Automatic Conversion, Holders of Converted Stock shall continue to have any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Corporation to comply with the terms of this Certificate of Designation. In all cases, the Holder shall retain all of its rights and remedies for the Corporation’s failure to convert the Converted Stock in accordance with the terms of this Certificate of Designation.

6.1.2         Optional Conversion Following Milestone Events. Subject to Section 6.1.1, at any time and from time to time as of 5:00 p.m. Eastern Time on the first (1^st^) Business Day after each Milestone Event, each Holder of shares of Series H Non-Voting Preferred Stock that were not converted in the applicable Automatic Conversion for such Milestone Event due to the Beneficial Ownership Limitation may, at its option, effect conversions of one or more shares of such Holder’s Series H Non-Voting Preferred Stock into a number of shares of Common Stock equal to the Conversion Ratio (each, an “Optional Conversion”) by delivering to the Corporation a form of conversion notice attached hereto as Annex A (a “Notice of Conversion”), duly completed and executed. The date on which an Optional Conversion shall be deemed effective (the “Conversion Date”) shall be close of business on the Trading Day that the Notice of Conversion, completed and executed, is sent via email to askowron@enterothera.com or such other email address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with Section 11, and received during regular business hours by, the Corporation.

6.2.          Conversion Ratio. The “Conversion Ratio” for each share of Series H Non-Voting Preferred Stock shall be 1,000 shares of Common Stock issuable upon the conversion of each share of Series H Non-Voting Preferred Stock (corresponding to a ratio of 1,000:1), subject to adjustment as provided herein.

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6.3.          Beneficial Ownership Limitation. Notwithstanding anything herein to the contrary, no conversion of a share of Series H Non-Voting Preferred Stock shall be effective, including pursuant to Section 6.1.1, and a Holder shall not have the right to convert any portion of the Series H Non-Voting Preferred Stock, to the extent that, after giving effect to an attempted or proposed conversion pursuant to the Automatic Conversion or pursuant to an Optional Conversion as set forth on an applicable Notice of Conversion, as the case may be, such Holder (together with any other Person whose beneficial ownership of Common Stock would be aggregated with such Holder’s for purposes of Section 13(d) or Section 16 of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member (the foregoing, “Attribution Parties”)) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of the Series H Non-Voting Preferred Stock subject to the Automatic Conversion or the Notice of Conversion, as applicable, with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Series H Non-Voting Preferred Stock beneficially owned by such Holder or any of its Attribution Parties, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation (including any warrants) beneficially owned by such Holder or any of its Attribution Parties that are subject to a limitation on conversion or exercise similar to the limitation contained herein. For purposes of this Section 6.3, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Commission. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 6.3, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (A) the Corporation’s most recent periodic or annual filing with the Commission, as the case may be, (B) a more recent public announcement by the Corporation that is filed with the Commission, or (C) a more recent notice by the Corporation or the Corporation’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the written request of a Holder (which may be by email), the Corporation shall, within three (3) Trading Days thereof, confirm in writing to such Holder (which may be via email) the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to any actual conversion or exercise of securities of the Corporation, including shares of Series H Non-Voting Preferred Stock, by such Holder or its Attribution Parties since the date as of which such number of outstanding shares of Common Stock was last publicly reported or confirmed to the Holder. The “Beneficial Ownership Limitation” shall initially be set at 4.99% for each Holder and its Attribution Parties and may be adjusted at the discretion of the Holder to a number between 4.99% and 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock pursuant to the Automatic Conversion or such Notice of Conversion (as applicable), to the extent permitted pursuant to this Section 6.3. In the case of any Optional Conversion, the Corporation shall be entitled to rely on representations made to it by the Holder in any Notice of Conversion regarding its Beneficial Ownership Limitation. Notwithstanding the foregoing, by written notice to the Corporation, (i) which will not be effective until the sixty-first (61st) day after such written notice is delivered to the Corporation, the Holder may reset the Beneficial Ownership Limitation percentage to a higher percentage, not to exceed 19.9%, to the extent then applicable and (ii) which will be effective immediately after such notice is delivered to the Corporation, the Holder may reset the Beneficial Ownership Limitation percentage to a lower percentage (but in no event less than 4.9%). Upon such a change by a Holder of the Beneficial Ownership Limitation, the Beneficial Ownership Limitation may not be further amended by such Holder without first providing the minimum notice required by this Section 6.3.

6.4.          Mechanics of Conversion.

6.4.1         Delivery of Certificate or Electronic Issuance Upon Conversion. Not later than one (1) Trading Day after the applicable Conversion Date (the “Share Delivery Date”), the Corporation shall either: (a) in the event that the Holder has so elected in a Notice of Conversion, deliver, or cause to be delivered, to such Holder a physical certificate or certificates representing the number of Conversion Shares being acquired upon the conversion of the shares of Series H Non-Voting Preferred Stock or (b) otherwise shall deliver, or cause to be delivered, to such Holder, documentation of the book entry for the number of Conversion Shares being acquired pursuant to the conversion.

6.4.2         Reservation of Shares Issuable Upon Conversion. The Corporation covenants that, following Stockholder Approval and for so long as any Series H Non-Voting Preferred Stock remains issued and outstanding, the Corporation will reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of outstanding shares of Series H Non-Voting Preferred Stock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders of the Series H Non-Voting Preferred Stock, not less than such aggregate number of shares of the Common Stock as shall be equal to five times the number of shares of Common Stock issuable (taking into account the adjustments of Section 7) upon the conversion of all outstanding shares of Series H Non-Voting Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and non-assessable.

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6.4.3         Fractional Shares. No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon conversion of the Series H Non-Voting Preferred Stock. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Corporation shall round such fraction of a share of Common Stock up to the nearest whole share. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Series H Non-Voting Preferred Stock the Holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.

6.4.4         Transfer Taxes. The delivery of certificates or book-entry documentation representing shares of the Common Stock upon conversion of the Series H Non-Voting Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the delivery of such certificates; provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the delivery of any such certificate, or any registration of book-entry shares, upon conversion in a name other than that of the registered Holder(s) of such shares of Series H Non-Voting Preferred Stock and the Corporation shall not be required to deliver such certificates unless or until the Person or Persons requesting the delivery thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

6.5.          Status as Stockholder. Upon each conversion of shares of Series H Non-Voting Preferred Stock, (i) such shares of Series H Non-Voting Preferred Stock being converted shall automatically convert into shares of Common Stock and (ii) the applicable Holder’s rights as a holder of such converted shares of Series H Non-Voting Preferred Stock shall cease and terminate, excepting only the right to receive certificates or book-entry documentation for such shares of Common Stock in the manner provided herein and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Corporation to comply with the terms of this Certificate of Designation. In all cases, each applicable Holder shall retain all of its rights and remedies for the Corporation’s failure to convert Series H Non-Voting Preferred Stock in accordance with terms of this Certificate of Designation. In no event shall the Series H Non-Voting Preferred Stock convert into shares of Common Stock prior to the Stockholder Approval.

7.             CertainAdjustments.

7.1.           Stock Dividends and Stock Splits. If the Corporation, at any time while any Series H Non-Voting Preferred Stock is outstanding, pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of the Series H Non-Voting Preferred Stock) with respect to the then outstanding shares of Common Stock, the Conversion Price in effect immediately prior to any such dividend or distribution shall be proportionately reduced and the number of Conversion Shares issuable upon conversion of the Series H Non-Voting Preferred Stock shall be proportionately increased. If the Corporation, at any time while any Series H Non-Voting Preferred Stock is outstanding, (A) subdivides outstanding shares of Common Stock into a larger number of shares or or (B) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then the Conversion Ratio shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately after such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares of the Corporation). Any adjustment made pursuant to this Section 7.1 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.

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7.2.           Fundamental Transaction. If, at any time while the Series H Non-Voting Preferred Stock is outstanding, (A) the Corporation effects any merger or consolidation of the Corporation with or into another Person or any stock sale to, or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, share exchange or scheme of arrangement) with or into another Person (other than any such transaction in which the Corporation is the surviving or continuing entity and the outstanding shares of its Common Stock are not exchanged for or converted into other securities, cash or property), (B) the Corporation effects any sale, lease, transfer or exclusive license of all or substantially all of its assets in one transaction or a series of related transactions, (C) any tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which more than 50% of the Common Stock not held by the Corporation or such Person is exchanged for or converted into other securities, cash or property, or (D) the Corporation effects any reclassification of the Common Stock or any compulsory share exchange pursuant (other than as a result of a dividend, subdivision or combination covered by Section 7.1 above) to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion of the Series H Non-Voting Preferred Stock the Holders shall have the right to receive, in lieu of the right to receive Conversion Shares, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the “Alternate Consideration”). For purposes of any such subsequent conversion, the determination of the Conversion Ratio shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction, and the Corporation shall adjust the Conversion Ratio in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holders shall be given the same choice as to the Alternate Consideration it receives upon any conversion of the Series H Non-Voting Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new certificate of designations with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The terms of any agreement to which the Corporation is a party and pursuant to which a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 7.2 and insuring that the Series H Non-Voting Preferred Stock (or any such replacement security) will be similarly adjusted upon any subsequent transaction analogous to a Fundamental Transaction. The Corporation shall cause to be delivered to each Holder, at its last address as it shall appear upon the stock books of the Corporation, written notice of any Fundamental Transaction at least twenty (20) calendar days prior to the date on which such Fundamental Transaction is expected to become effective or close.

7.3.           Adjustments for Failure to Cancel Certain Securities. Subject to Section 7.1, in the event that the Company has not cancelled 11,911 shares of Common Stock, warrants to purchase 42,562 shares of Common Stock, options to purchase 2,737 shares of Common Stock and 11,777.418 shares of Series G Non-Voting Preferred Stock by December 31, 2025, the Conversion Ratio shall be adjusted to 1,483.93 shares of Common Stock issuable upon the conversion of each share of Series H Non-Voting Preferred Stock (corresponding to a ratio of 1,483.93:1).

8.             Redemption. The shares of Series H Non-Voting Preferred Stock shall not be redeemable at the option of the Corporation or the Holder thereof; provided, however, that the foregoing shall not limit the ability of the Corporation to purchase or otherwise deal in such shares to the extent otherwise permitted hereby and by law.

9.             Transfer. A Holder may transfer any shares of Series H Non-Voting Preferred Stock, held by such Holder without the consent of the Corporation; provided that such transfer is in compliance with applicable securities laws. The Corporation shall in good faith (i) do and perform, or cause to be done and performed, all such further acts and things, and (ii) execute and deliver all such other agreements, certificates, instruments and documents, in each case, as any Holder may reasonably request in order to carry out the intent and accomplish the purposes of this Section 9.

10.           Series HNon-Voting Preferred Stock Register. The Corporation shall maintain at its principal executive offices (or such other office or agency of the Corporation as it may designate by notice to the Holders in accordance with Section 11), a register for the Series H Non-Voting Preferred Stock, in which the Corporation shall record, in addition to any information otherwise required by law to be set forth on such register, (i) the name, address, electronic mail address of each Holder in whose name the shares of Series H Non-Voting Preferred Stock have been issued and (ii) the name, address, electronic mail address of each transferee of any shares of Series H Non-Voting Preferred Stock. The Corporation may treat the person in whose name any share of Series H Non-Voting Preferred Stock is registered on the register as the owner and holder thereof for all purposes.

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11.           Notices. Any and all notices or other communications or deliveries to be provided to the Corporation hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, via email or sent by a nationally recognized overnight courier service, addressed to Entero Therapeutics, Inc., at 777 Yamato Road, Suite 502, Boca Raton, Florida 33431, Attention: Chief Executive Officer, email: jason@accessalternative.com, or such other email address or mailing address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 11. Any and all notices or other communications or deliveries to be provided to a Holder hereunder shall be in writing and delivered personally, by email at the email address of such Holder appearing on the books of the Corporation, or if no such email address appears on the books of the Corporation, sent by a nationally recognized overnight courier service addressed to such Holder, at the address on the records of the Corporation. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section 11 prior to 5:30 p.m. Eastern Time on any date, (ii) the date immediately following the date of transmission, if such notice or communication is delivered via email at the email address specified in this Section 11 between 5:30 p.m. and 11:59 p.m. Eastern Time on any date, (iii) the second (2nd) Business Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

12.           Book-Entry;Certificates. The Series H Non-Voting Preferred Stock will be uncertificated and issued in book-entry form. To the extent that any shares of Series H Non-Voting Preferred Stock are issued in book-entry form, references herein to “certificates” shall instead refer to the book-entry notation relating to such shares.

13.           Lostor Mutilated Series H Non-Voting Preferred Stock Certificate. If any certificate representing a Holder’s Series H Non-Voting Preferred Stock shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Series H Non-Voting Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership thereof reasonably satisfactory to the Corporation and, in each case, customary and reasonable indemnity, if requested by the Corporation. Applicants for a new certificate under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Corporation may prescribe.

14.           Waiver. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained in this Certificate of Designation and any right of the Holders of Series H Non-Voting Preferred Stock granted under this Certificate of Designation may be waived as to all shares of Series H Non-Voting Preferred Stock (and the Holders thereof) upon the written consent of the Holders of not less than a majority of the shares of Series H Non-Voting Preferred Stock then outstanding, unless a higher percentage is expressly required by the DGCL, in which case the written consent of the Holders of not less than such higher percentage shall be required.

15.           Severability. Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, then such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof.

16.           Statusof Converted Series H Non-Voting Preferred Stock. If any shares of Series H Non-Voting Preferred Stock shall be converted or repurchased by the Corporation, such shares shall be retired and, upon retirement, resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series H Non-Voting Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Designation as of this 1st day of October 2025.

ENTERO THERAPEUTICS, INC.
By:	/s/ Jason Sawyer
Name:	Jason Sawyer
Title:	Interim CEO

ANNEX A

NOTICE OF CONVERSION

(TO BE EXECUTED BY THE REGISTERED HOLDER INORDER TO CONVERT

SHARES OF

SERIES H NON-VOTING CONVERTIBLE PREFERRED STOCK)

The undersigned Holder hereby irrevocably elects to convert the number of shares of Series H Non-Voting Convertible Preferred Stock, $0.0001 par value per share (the “Series HNon-Voting Preferred Stock”), of ENTERO THERAPEUTICS, Inc., a Delaware corporation (the “Corporation”), indicated below, represented in book-entry form, into shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Corporation, as of the date written below. If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Capitalized terms utilized but not defined herein shall have the meaning ascribed to such terms in that certain Certificate of Designation of Preferences, Rights and Limitations of Series H Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) filed by the Corporation with the Secretary of State of the State of Delaware on _____________, 2025.

CONVERSION CALCULATIONS:

Date to Effect Conversion: ___________________________

Number of shares of Series H Non-Voting Preferred Stock owned prior to Conversion: ___________________________

Number of shares of Series H Non-Voting Preferred Stock to be Converted: ___________________________

Number of shares of Common Stock to be Issued: __________________________________

Address for delivery of physical certificates: __________________________________

For DWAC Delivery, please provide the following:

Broker No.: _______________________________________________

Account No.: _____________________________________________

[HOLDER]
By:
Name:
Title:

Exhibit 10.1

FORM OF REGISTRATIONRIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 30, 2025 by and among Entero Therapeutics, Inc., a Delaware corporation (the “Company”), and each Person appearing on the signature page to the Exchange Agreement (as defined below) as a “Seller” (each such person or entity, a “Seller” and, collectively, the “Sellers).

WHEREAS, the Company and the Sellers are parties to that certain Share Exchange Agreement, dated as of the date of this Agreement (the “Exchange Agreement”), pursuant to which the Sellers will receive as consideration certain shares of Common Stock (as defined below) and shares of Preferred Stock (as defined below), of the Company;

WHEREAS, pursuant to the Exchange Agreement and the terms and conditions of the certificate of designation of the Preferred Stock, the Preferred Stock shall be convertible into certain number of shares of Common Stock upon approval of the stockholders of the Company and subject to the achievement of certain milestones; and

WHEREAS, in connection with the consummation of the transactions contemplated by the Exchange Agreement, and pursuant to the terms of the Exchange Agreement, the parties desire to enter into this Agreement in order to grant certain registration rights to the Sellers as set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

1.	Defined Terms As used in this Agreement, the following terms shall have the following meanings:

“Advice” shall have the meaning set forth in Section 6(d).

“Agreement” shall have the meaning set forth in the Preamble.

“CDI 612.09” means Section 612.09 of the Commission’s Compliance and Disclosure Interpretations.

“Closing” shall have the meaning set forth in the Exchange Agreement.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the Company’s common stock, par value $0.0001 per share.

“Company” shall have the meaning set forth in the Preamble.

“Effectiveness Date” means, with respect to the Initial Registration Statement required to be filed hereunder or any other Registration Statement, ninety (90) days following the Filing Date; provided, however, that in the event the Company is notified by the Commission that one or more of the Registration Statements will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified if such date precedes the date otherwise required above.

“Effectiveness Period” shall have the meaning set forth in Section 2(a).

“Event” shall have the meaning set forth in Section 2(b).

“Event Date” shall have the meaning set forth in Section 2(b).

“Exchange Act” means the Securities Exchange Act of 1934.

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“Filing Date” means, with respect to the Initial Registration Statement required hereunder, 15 days following the Closing, and with respect to any additional Registration Statements which may be required pursuant to this Agreement, the earliest practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statements related to the Registrable Securities.

“Holder” or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.

“Indemnified Party” shall have the meaning set forth in Section 5(b).

“Indemnifying Party” shall have the meaning set forth in Section 5(b).

“Initial Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.

“Losses” shall have the meaning set forth in Section 5(b).

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.

“Plan of Distribution” shall have the meaning set forth in Section 2(a).

“Preferred Stock” means the Company’s Series H non-voting convertible preferred stock, par value 0. 0001 per share.

“Proceeding” means any action, claim, suit, investigation or legal proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Sellers” shall have the meaning set forth in the Preamble.

“Exchange Agreement” shall have the meaning set forth in the Recitals.

“Registrable Securities” means (a) all shares of Common Stock issued or issuable under the Exchange Agreement, including, without limitation, any restricted shares of Common Stock and all shares of Common Stock issuable upon conversion of the Series H Shares, and (b) any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (i) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and all such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (ii) such Registrable Securities have been previously sold in accordance with Rule 144, or (iii) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144.

“Registration Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements contemplated by Section 3(b), including (in each case) the Prospectus, amendments and supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.

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“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“SEC Guidance” means (i) any publicly-available written or oral guidance (including CDI 612.09), comments, requirements or requests of the Commission staff and (ii) the Securities Act.

“Securities Act” means the Securities Act of 1933.

“Selling Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).

“Series H Shares^1^” shall have the meaning ascribed to it in the Exchange Agreement.

“Trading Day” means a day on which the New York Stock Exchange is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTC Markets (or any successors to any of the foregoing).

“Transaction Documents” means this Agreement, the Exchange Agreement, all schedules and exhibits thereto and hereto, and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer Agent” means Colonial Stock Transfer, with a mailing address of 66 Exchange Place, 1st Floor, Salt Lake City, Utah 84111 and any successor transfer agent of the Company.

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| --- | | 2. | Resale Registration. | | --- | --- |

(a)           On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 (or Form S-3 if eligible) and shall contain a description of the Holders planned distribution (unless otherwise directed by at least an 85% majority in interest of the Holders) substantially in the form of “Plan of Distribution” attached hereto as Annex A. The Company shall respond to any comments from the staff of the Commission within seven days of the receipt of such comments. In the event the amount of Registrable Securities which may be included in the Registration Statement is limited due to SEC Guidance (provided that, the Company shall use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the CDI 612.09) the Company shall use its best efforts to register such maximum portion of the Registrable Securities as permitted by SEC Guidance. Subject to the terms of this Agreement, the Company shall use its best efforts to cause a Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event prior to the applicable Effectiveness Date, and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold, or may be sold pursuant to Rule 144 without the volume or other limitations of such rule, or not required to be registered in reliance upon the exemption in Section 4(a)(1) or 4(a)(7) under the Securities Act, in either case as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness Period”). Provided, however, during any period of time that the Company's financial statements contained in a prospectus do not meet the requirements of Securities Act Section 10(a)(3) and the remaining period until ten (10) days after the date its Form 10-K is required to be filed (excluding any extended period of time permitted by rule of the SEC) does not exceed thirty (30) days, the Company shall be excused from amending or supplementing its prospectus for the remaining period until the date its Form 10-K is required to be filed (including any extended period of time permitted by rule of the SEC). The Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. New York City time on a Trading Day. The Company shall immediately notify the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall file a final Prospectus with the Commission as required by Rule 424. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows: (1) first, the Company shall reduce or eliminate any securities to be included other than Registrable Securities; and (2) second, the Company shall reduce Registrable Securities on a pro rata basis based on the total number of unregistered Registrable Securities purchased by the Sellers pursuant to the Exchange Agreement. In the event of a cutback hereunder, the Company shall give the Holder at least five Trading Days prior written notice along with the calculations as to such Holder’s allotment.

(b)           If a Registration Statement registering for resale all of the Registrable Securities (i) is not declared effective by the Commission by the Effectiveness Date of the Initial Registration Statement or any other Registration Statement (unless the sole reason for such non-registration of all or any portion of the Registrable Securities is solely as a result of the lack of financial statements of Grid AI Corp or related entities as may be required by SEC Guidance or of SEC Guidance under Rule 415 or similar rule and CDI 612.09 which limits the number of Registrable Securities which may be included in a registration statement with respect to the Holders or as the result of any Holder’s action or inaction), or (ii) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than fifteen (15) calendar days during any 12-month period (any such failure or breach being referred to as an “Event”, and the date on which such Event occurs, being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder such number of shares of Common Stock, following any shareholder approval that may be required by the applicable rules and regulations of the Nasdaq Stock Market LLC, as partial liquidated damages and not as a penalty, equal to 1% of the cash value of the shares issued to such Holder pursuant to the Exchange Agreement, valued as of the close of trading on the applicable Event Date, during which such Event continues uncured, up to a maximum of 5% of the cash value of the shares issued to such Holder pursuant to the Exchange Agreement, valued as of the close of trading on the applicable Event Date. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon to the Holder at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Seller, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. Provided, however, the foregoing liquidated damages shall not accrue or be otherwise charged during any period in which the Investor is eligible to sell the Shares on any given day under Rule 144 without the volume or other limitations of such rule, or in reliance upon the exemption in Section 4(a)(1) under the Securities Act, or after such Investor has publicly sold its Registrable Securities.

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| --- | | 3. | Registration Procedures. | | --- | --- |

In connection with the Company’s registration obligations hereunder, the Company shall:

(a)           Not less than three Trading Days prior to the filing of each Registration Statement and not less than one Trading Day prior to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to be incorporated therein by reference), the Company shall (i) furnish to the Holders copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of the Holders or counsel for the Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall be necessary to conduct a reasonable investigation within the meaning of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is notified of such objection in writing no later than two Trading Days after the Holders have been so furnished copies of a Registration Statement or two Trading Days after the Holders have been so furnished copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than two Trading Days prior to the Filing Date or by the end of the fourth Trading Day following the date on which such Holder receives draft materials in accordance with this Section.

(b)	The Company shall:

(i)            prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities,

(ii)           cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule 424,

(iii)          respond to any comments received from the Commission with respect to a Registration Statement or any amendment thereto within seven days of the receipt of such comments, and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided that, the Company may excise any information contained therein which would constitute material non-public information as to any Holder which has not executed a confidentiality agreement with the Company), and

(iv)          comply with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.

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(c)           The Company shall notify the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one Trading Day prior to such filing) and (if requested by any such Person) confirm such notice in writing no later than one Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided that, any and all of such information shall remain confidential to each Holder until such information otherwise becomes public, unless disclosure by a Holder is required by law; provided, further, that notwithstanding each Holder’s acknowledgement to keep such information confidential, each such Holder makes no acknowledgement that any such information is material, non-public information.

(d)           The Company shall use its best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(e)           The Company shall furnish to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system need not be furnished in physical form, and such number of copies of the current Prospectus as each Holder may reasonably request.

(f)            Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(c).

(g)	Intentionally Omitted

(h)           Prior to any resale of Registrable Securities by a Holder, the Company shall use its commercially reasonable efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such jurisdiction.

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(i)            If requested by a Holder, the Company shall cooperate with such Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted by the Exchange Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request.

(j)            If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(c) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

(k)	The Company shall comply with all applicable rules and regulations of the Commission.

(l)            The Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the shares. The Company shall not be liable for any damages during any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s request and any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.

4.              Registration Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel, independent registered public accountants and transfer agent) (A) with respect to filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) (i) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), and (ii) messenger, telephone and delivery expenses, (iii) fees and disbursements of counsel for the Company. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any Trading Market as required hereunder. In no event shall the Company be responsible for any broker-dealer or similar commissions of any Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holders.

5.	Indemnification.

(a)           Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the officers, directors, members, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees and costs of investigation and preparation) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware.

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(b)           Indemnification by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, each agent of the Company, each underwriter, broker or other Person acting on behalf of the holders of Registrable Securities and each Person who controls any of the foregoing Persons within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder to the Company specifically for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(c)(iii)-(vi), the use by such Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 6(d). In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds (after underwriting fees, commissions, or discounts) actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)           Conduct of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of one law firm reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof except as otherwise provided in this Section 5(c); provided, that, the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have materially prejudiced the Indemnifying Party.

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An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within 10 Trading Days of written notice thereof to the Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which such Indemnified Party is judicially determined not to be entitled to indemnification hereunder.

(d)           Contribution. If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

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| --- | | 6. | Miscellaneous. | | --- | --- |

(a)           Remedies. In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company and each Holder agree that monetary damages would not provide adequate compensation for any Losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

(b)           Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities and shares issued in connection with the Equity Investment (as defined in the Exchange Agreement). The Company shall not file any other resale registration statements until all Registrable Securities are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b) shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement or a Form S-8 or Form S-4, or prohibit the Company from registering for resale up to 1,520,000 shares of common stock issuable upon exercise of warrants to be issued in a proposed financing in October 2025. If the staff of the Commission or applicable SEC Guidance prevents the inclusion of all of the Registrable Securities requested to be included in a Registration Statement due to limitations on the use of Rule 415 under the Securities Act or other applicable rules, then the Company shall include in such Registration Statement the maximum number of Registrable Securities that may be included without exceeding such limitations. The securities to be included in such Registration Statement shall be allocated as follows: (i) First, the Company shall include all securities that are not Registrable Securities but have been previously registered on an effective registration statement of the Company as of the date of this Agreement and for which the Company is contractually obligated to include; (ii) Second, the Company shall include Registrable Securities on a pro rata basis among the Holders based on the aggregate principal amount or Stated Value of the securities purchased by each Holder under the Exchange Agreement, relative to the total aggregate principal amount or Stated Value of all securities purchased by all Holders under the Exchange Agreement; (iii) Third, any securities requested to be included by other security holders with registration rights shall be included only after the full inclusion of all Registrable Securities. In the event the Commission or SEC Guidance subsequently allows the inclusion of additional Registrable Securities, the Company shall promptly amend the Registration Statement or file a new Registration Statement to include such additional Registrable Securities that were previously cut back, on a pro rata basis as set forth above.

(c)           Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement.

(d)           Discontinued Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(c)(iii) through (vi), such Holder will immediately discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.

(e)           Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of more than 50% of the Registrable Securities including the Lead Investor. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first sentence of this Section 6(e).

(f)            Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth in the Exchange Agreement.

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(g)          Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective rights hereunder in the manner and to the Persons as permitted under the Exchange Agreement.

(h)          No Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

(i)            Execution and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

(j)            Governing Law. All questions concerning the choice of law and venue, construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the provisions of the Exchange Agreement.

(k)           Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

(l)            Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(m)          Headings. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or affect any of the provisions hereof.

(n)           Independent Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to protect and enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

COMPANY:
ENTERO THERAPEUTICS, INC.
By:
	Name:
	Title:
SELLER:
By:
	Name:
	Title:

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

COMPANY:
ENTERO THERAPEUTICS, INC.
By:
	Name:
	Title:
SELLER:
By:
	Name:
	Title:

Annex A

Plan of Distribution

Each Selling Stockholder (the “Selling Stockholders”) of the Common Stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on the Trading Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling shares:

·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block<br>as principal to facilitate the transaction;
·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
·	an exchange distribution in accordance with the rules of the applicable exchange;
·	privately negotiated transactions;
·	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
·	broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
·	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
·	a combination of any such methods of sale; or
·	any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121 or NASD Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with NASD IM-2440.

In connection with the sale of the Common Stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the Common Stock in the course of hedging the positions they assume. The Selling Stockholders may also sell shares of the Common Stock short and deliver these securities to close out their short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities.

The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker- dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any Person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the shares. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.

The shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any Person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the Common Stock by the Selling Stockholders or any other Person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Annex B

Selling Stockholder Notice and Questionnaire

The undersigned beneficial owner of Common Stock (the “Registrable Securities”) of Entero Therapeutics, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933 (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.

Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

NOTICE

The undersigned beneficial owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned by it in the Registration Statement.

The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:

QUESTIONNAIRE

1.	Name.
(a)	Full Legal Name of Selling Stockholder
---	---
(b)	Full Legal Name of Registered Holder (if not the same<br>as (a) above) through which Registrable Securities are held:
---	---
(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has<br> power to vote or dispose of the securities covered by this Questionnaire):
---	---
2.	Address for Notices to Selling Stockholder:
---	---
Telephone:
---
Fax:
Contact Person:
3.	Broker-Dealer Status:
---	---
(a)	Are you a broker-dealer?
---	---

Yes      No

(b)	If<br> “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to<br>the Company?

Yes      No

Note:	If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter<br>in the Registration Statement.
(c)	Are you an affiliate of a broker-dealer?
---	---

Yes      No

(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of<br>business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly<br>or indirectly, with any person to distribute the Registrable Securities?

Yes      No

Note:	If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an<br> underwriter in the Registration Statement.
4.	Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.
---	---

Except as set forth below in thisItem 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities issuablepursuant to the Exchange Agreement.

(a)	Type and Amount of other securities beneficially owned by the Selling Stockholder:
5.	Relationships with the Company:
---	---

Except as set forth below, neither the undersigned nor anyof its affiliates, officers, directors or principal equity holders (owners of 5% of more of the equity securities of the undersigned)has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) duringthe past three years.

State any exceptions here:

The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective.

By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in Person or by its duly authorized agent.

Date:	Beneficial Owner:
By:
---	---
	Name:
	Title:

PLEASE EMAIL A COPY OF THE COMPLETED AND EXECUTED NOTICEAND QUESTIONNAIRE TO:

Exhibit 99.1

ENTERO THERAPEUTICS(NASDAQ: ENTO) Acquires 100% of GRID AI, a Grid-Edge AI Platform Optimizing Next-Gen Power Demand

Transactionpositions ENTO in the high-growth AI energy-infrastructure market, amid a surge of multi-billion-dollar hyperscaler spending on datacenters, and rapid growth in behind-the-meter energy storage solutions

Boca Raton, Florida — October 1, 2025 — Entero Therapeutics, Inc. (NASDAQ: ENTO) (“ENTO” or the “Company”) today announced it has acquired 100% of GRID AI Corp (“GRID AI”), 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 (“DERs”). Over $50 million has been invested since 2019 to commercialize this revolutionary autonomous platform delivering Dynamic Load Shaping™ (DLS) and an Aggregation Management Platform (AMP) that orchestrate millions of behind-the-meter assets (including EV chargers, batteries, HVAC, water heaters and rooftop solar) using AI, machine learning and edge analytics to balance supply and demand in real time, creating a more reliable, resilient, and transactive grid. www.grid-ai.com

“This transaction is transformative for ENTO,” said Jason Saywer, Interim Chief Executive Officer of ENTO. “By combining GRID AI’s grid-edge intelligence with our public-company platform, we intend to scale solutions that help utilities and hyperscalers meet unprecedented AI-driven power demand while improving grid reliability for consumers and enterprises alike.”

Hyperscalersare redefining power demand; AI build-out fuels multi-trillion-dollar capex

AI workloads are driving a step-function increase in electricity consumption from data centers. Goldman Sachs Research projects global data-center power demand to rise ~50% by 2027 (to ~92 GW) and as much as 165% by 2030 versus 2023, as AI inference and training proliferate. At the same time, hyperscaler capex is surging: public estimates indicate hundreds of billions annually, with some analyses pointing to cumulative AI-related infrastructure spending surpassing the multi-trillion-dollar mark in the medium term. Recent marquee commitments underscore the scale: for example, a $14.2 billion multi-year AI infrastructure agreement between CoreWeave and Meta highlights sustained hyperscaler investment to secure GPU capacity and power-dense facilities. Separate sell-side forecasts point to AI infrastructure investments exceeding $2.8 trillion by 2029, reflecting escalating capacity and power needs from Microsoft, Amazon, Alphabet and others.

Where GRID AIfits: balancing the grid between consumers and corporations

Governments and network operators face an urgent challenge: managing increasingly peaky, localized loads from AI data centers while integrating variable renewables and protecting consumer reliability. GRID AI’s DLS™ platform directly address this challenge by unlocking flexible demand from millions of devices, enabling automated demand shaping, price-responsive load, and DER aggregation that can defer costly grid upgrades and balance enterprise data-center loads with consumer needs.

Strategic rationalefor ENTO

· Entry into a secular growth market: The acquisition positions ENTO squarely within the AI + energy nexus, a sector with strong tailwinds and no signs of slowing, per multiple investment-bank research outlooks on data-center power growth.

· Scalable software & services model: GRID AI’s grid-edge platform targets recurring SaaS-like revenues from utilities and retailers, with potential to expand into industrial, commercial and hyperscaler demand-side solutions.

· Public-company springboard: ENTO expects that its public-market access can accelerate GRID AI’s go-to-market, partnerships, and project financing alongside utilities and large energy users.

· Portfolio diversification: The acquisition broadens ENTO’s strategy into critical infrastructure software, complementing existing capabilities and opening new adjacencies in energy flexibility, virtual power plants (VPPs), and transactive energy.

Transactiondetails

Under the terms of the agreement, ENTO acquired 100% of GRID AI. Subject to shareholder approval, the former shareholders of GridAI will own approximately 82.5% of the fully diluted ENTO common stock outstanding, while existing ENTO shareholders will retain approximately 17.5%. At closing, the former shareholders of GridAI have the right to designate two directors to ENTO’s board of directors, with additional directors to be appointed upon full implementation of the agreement, such that upon completion they will be entitled to appoint five of seven directors. In connection with the acquisition, and subject to any required shareholder approval, ENTO may also issue additional equity-based incentives, including restricted stock awards and options, to support retention and alignment of key personnel.

To the extent required by NASDAQ’s change of control rules and regulations, ENTO will file an initial listing application for its common stock.

About GRID AI

GRID AI is a grid-edge technology business providing Dynamic Load Shaping™, DER aggregation, and AI-driven orchestration to enable a future-proof, transactive grid. Its Aggregation Management Platform leverages IoT, AI/ML and edge analytics to forecast, optimize and dispatch flexible demand across millions of devices for utilities, retailers and large energy users. www.grid-ai.com

About EnteroTherapeutics, Inc. (NASDAQ: ENTO)

Entero Therapeutics is a publicly listed company on Nasdaq. Entero Therapeutics is a late clinical-stage biopharmaceutical company focused on the development of targeted, non-systemic therapies for gastrointestinal (GI) diseases. The Company's programs address significant unmet needs in GI health and comprise development of Adrulipase, a recombinant lipase enzyme designed to enable the digestion of fats and other nutrients in cystic fibrosis and chronic pancreatitis patients with exocrine pancreatic insufficiency. Following completion of the GRID AI acquisition, ENTO intends to continue these prior operations and to operate GRID AI as a wholly owned subsidiary and pursue opportunities at the intersection of AI and energy infrastructure.

Forward-LookingStatements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding strategic benefits of the acquisition, market opportunities, product capabilities, stockholder approval of the transaction, Nasdaq's approval of an initial listing application, if any, and future operating results. These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially. Important factors include, among others, our business strategy; the risk that regulatory or third-party approvals are delayed or not obtained; integration challenges; market adoption; competitive dynamics; macroeconomic and energy-market conditions; and other risks detailed from time to time in ENTO's SEC filings. ENTO undertakes no obligation to update forward-looking statements.

Investor & Media Contacts:

Entero Investor Relations: investors@enterothera.com

SOURCE: Entero Therapeutics, Inc.