GridAI Technologies Corp PRE 14A, filed Jan 8, 2021

GridAI Technologies Corp. (GRDX)

PRE 14A 2021-01-08 For: 2021-02-24

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[X]		Preliminary Proxy Statement
[ ]		Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2))
[ ]		Definitive Proxy Statement
[ ]		Definitive Additional Materials
[ ]		Soliciting Material Pursuant to 14a-12

1.		Title of each class of securities to which transaction applies:
2.		Aggregate number of securities to which transaction applies:
3.		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4.		Proposed maximum aggregate value of transaction:
5.		Total fee paid:

1.		Amount Previously Paid:
2.		Form, Schedule or Registration Statement No.:
3.		Filing Party:
4.		Date Filed:


Date and Time	February 24, 2021 at 9:00 A.M., Eastern Time.

Place	Solely virtual via the Internet at https://www.virtualshareholdermeeting.com/AZRX2021SM.

Items of Business	1.	Approval, pursuant to Nasdaq listing rule 5635, of the issuance of shares of our common stock, par value $0.0001 per share (the “Common Stock”), upon conversion of our Series C 9.00% Convertible Junior Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) and other securities in excess of 20% of our common stock outstanding;

	2.	Approval to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to increase the total number of authorized shares of Common Stock by 100,00,000 shares to 250,000,000 shares;

	3.	Approval to amend the Company’s Charter to authorize the Board of Directors to effect a reverse stock split of both the Company’s issued and outstanding and authorized shares of Common Stock, at a specific ratio, ranging from one-for-five (1:5) to one-for-ten (1:10), at any time prior to the one year anniversary date of the special meeting, with the exact ratio to be determined by the Board of Directors (the “Reverse Split”); and

	4.	Approval of the adjournment of the special meeting to the extent there are insufficient proxies at the special meeting to approve any one or more of the foregoing proposals.

Adjournments and Postponements	Any action on the items of business described above may be considered at the Special Meeting of Stockholders (the “Special Meeting“) at the time and on the date specified above or at any time and date to which the Special Meeting may be properly adjourned or postponed.

Record Date	January 4, 2021 (the “Record Date”). Only holders of record of our Common Stock as of the close of business on the Record Date are entitled to notice of and to vote at the Special Meeting.

Meeting Admission	You are invited to virtually attend the Special Meeting if you are a stockholder of record or a beneficial owner of shares of our Common Stock as of the Record Date.

Availability of Proxy Materials	Our proxy materials are also available on the internet at: www.proxyvote.com.

Voting	If your shares are held in the name of a bank, broker or other fiduciary, please follow the instructions on the proxy card. Whether or not you expect to attend virtually, we urge you to vote your shares as promptly as possible by following the proxy card instructions attached to this Proxy Statement that you received in the mail so that your shares may be represented and voted at the Special Meeting. Your vote is very important.

	BY ORDER OF THE BOARD OF DIRECTORS,
	/s/ James Sapirstein
Delray Beach, Florida January , 2021	JAMES SAPIRSTEIN President and Chief Executive Officer

	Sincerely,
	/s/ Edward J. Borkowski
	EDWARD J. BORKOWSKI Chair of the Board

No.		Proposal

1.		Approval, pursuant to Nasdaq listing rule 5635, of the issuance of shares of our Common Stock upon conversion of our Series C 9.00% Convertible Junior Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), and other securities in excess of 20% of our Common Stock outstanding. To approve the sale and issuance of the shares of Common Stock underlying the securities sold and issued in the Offerings. This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Special Meeting.

2.		Approval to Amend Our Charter to Increase the Number of Authorized Shares of Common Stock. To approve an amendment to our Charter to increase the number of authorized shares of Common Stock by 100,000,000 shares to 250,000,000 shares. This proposal must be approved by the affirmative vote of a majority of the outstanding shares of Common Stock of the Company entitled to vote on the proposal. Shares that are not represented at the Special Meeting and abstentions and, if this proposal is deemed to be “non-routine” as described below, broker non-votes with respect to this proposal will have the same practical effect as a vote against this proposal.

3.		Approval to Amend Our Charter to Effect a Reverse Split. To approve an amendment to our Charter to authorize the Board to effect a reverse stock split of both our issued and outstanding and authorized shares of Common Stock, at a specific ratio, ranging from one-for-five (1:5) to one-for-ten (1:10), any time prior to the one-year anniversary date of the Special Meeting, with the exact ratio to be determined by the Board of Directors (the “Reverse Split”). This proposal must be approved by the affirmative vote of a majority of the outstanding shares of Common Stock of the Company entitled to vote on the proposal. Shares that are not represented at the Special Meeting and abstentions and, if this proposal is deemed to be “non-routine” as described below, broker non-votes with respect to this proposal will have the same practical effect as a vote against this proposal.

4.		Approval of the Adjournment of the Special Meeting to the Extent There Are Insufficient Proxies at the Special Meeting to Approve Any One or More of the Foregoing Proposals. To approve the adjournment of the Special Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Special Meeting and voting “FOR” the adoption of any one or more of the foregoing proposals are insufficient to approve any proposal. This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by the shares present or represented by proxy and entitled to vote at the Special Meeting.

	Current	1:5	1:6	1:7	1:8	1:9	1:10
Common Stock Authorized	150,000,000	30,000,000	25,000,000	21,428,571	18,750,000	16,666,667	15,000,000
Common Stock Issued and Outstanding	34,900,382	6,980,076	5,816,730	4,985,768	4,362,547	3,877,820	3,490,038
Number of Shares of Common Stock Reserved for Issuance (1)	89,089,644	17,817928	14,848,274	12,727,092	11,136,205	9,898,849	8,908,964
Number of Shares of Common Stock Authorized but Unissued and Unreserved	26,009,974	5,201,994	4,334,995	3,715,710	3,251,246	2,889,997	2,600,997
Price per share, based on the closing price of our Common Stock on January 7, 2021	$0.8160	$4.08	$4.896	$5.712	$6.528	$7.344	$8.16


	BY ORDER OF THE BOARD OF DIRECTORS, /s/ James Sapirstein
Delray Beach, Florida	JAMES SAPIRSTEIN
January , 2021	President, Chief Executive Officer and Director

AZURRX BIOPHARMA INC 1615 SOUTH CONGRESS AVENUE, SUITE 103 DELRAY BEACH, FLORIDA 33445 «FName» «Address12» «Address3» «COUNTRY» Control #: «ControlNumberExt» TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	Voting Instructions You can vote by Internet or Telephone! Instead of mailing your proxy, you may choose one of the three voting options outlined below

		VOTE BY INTERNET – https://www.virtualshareholdermeeting.com/AZRX2021SM ● You can view the AZURRX BIOPHARMA INC Proxy Statement and submit your vote online at the website listed above up until 05:00 PM MT on 02/23/2021. You will need the control number at the left in order to do so. ● Follow the instructions on the secure website to complete your vote.

		VOTE BY PHONE – 877-285-8605 ● You may vote by phone until 05:00 PM MT on 02/23/2021. ● Please have your notice and proxy card in hand when you call.

		VOTE BY MAIL ● If you have not voted via the internet OR telephone, mark, sign and return your proxy ballot in the postage-paid envelope provided. ● Votes by mail must be received by 02/23/2021.

		For	Against	Abstain
1.	APPROVAL OF THE ISSUANCE OF MORE THAN 20% OF OUR COMMON STOCK PURSUANT TO THE OFFERINGS FOR PURPOSES OF NASDAQ LISTING RULE 5635.	☐	☐	☐
2.	APPROVAL OF A PROPOSAL TO AMEND THE COMPANY’S CHARTER TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON STOCK BY 100,000,000 SHARES TO 250,000,000 SHARES;	☐	☐	☐
3.	APPROVAL TO OF A PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION TO AUTHORIZE THE BOARD TO EFFECT A REVERSE SPLIT OF BOTH OUR ISSUED AND OUTSTANDING AND AUTHORIZED SHARES OF COMMON STOCK AT A SPECIFIC RATIO, RANGING FROM ONE-FOR-FIVE (1:5) TO ONE-FOR-TEN (1:10), AT ANY TIME PRIOR TO THE ONE YEAR ANNIVERSARY DATE OF THE SPECIAL MEETING, WITH THE EXACT RATIO TO BE DETERMINED BY THE BOARD OF DIRECTORS (THE “REVERSE SPLIT”);	☐	☐	☐
4.	APPROVAL OF AN ADJOURNMENT OF THE SPECIAL MEETING, TO THE EXTENT THERE ARE INSUFFICIENT PROXIES AT THE MEETING TO APPROVE ANY ONE OR MORE OF THE FOREGOING PROPOSALS.	☐	☐	☐


Signature	Date		Signature (Joint Owners)	Date