GridAI Technologies Corp 8-K/A, filed Apr 13, 2026

GridAI Technologies Corp. (GRDX)

8-K/A 2026-04-13 For: 2025-09-30

View Original

Added on April 13, 2026

About this 8-K/A

GridAI Technologies Corp filed this 8-K/A on April 13, 2026, reporting on events of September 30, 2025.

Items reported

Item 9.01: Financial statements and exhibits

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware		001-37853		46-4993860
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

No.		Description
23.1		Consent of Macias Gini & O’Connell LLP
99.1		Audited Financial Statements of GridAI Corp. as of September 30, 2025
99.2		Unaudited Pro Forma Condensed Combined Balance Sheet. as of September 30, 2025 and the Unaudited Pro Forma Condensed Combined Statement of Operations for the period ended September 30, 2025
99.3		Business Section and Risk Factors
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	GRIDAI TECHNOLOGIES CORP.

Date: April 13, 2026	By:	/s/ Jason D. Sawyer
	Name:	Jason D. Sawyer
	Title:	Chief Executive Officer

INDEPENDENT AUDITORS' REPORT	1

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheet	3

Consolidated Statement of Operations and Comprehensive Loss	4

Consolidated Statement of Changes in Stockholders' Deficit	5

Consolidated Statement of Cash Flows	6

Notes to the Consolidated Financial Statements	8

	September 30
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	332,969
Prepaid expenses		11,125
Subscription receivable		447,935
Trade receivable		37,372
Other receivables		138,145
Other current assets		206,043
Total current assets		1,173,589

Developed technologies, net		563,116
Trade name, net		156,317
Customer relationships, net		90,854
Goodwill		225,001
Total Other Assets		1,035,288
TOTAL ASSETS	$	2,208,877

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,079,668
Notes payable		310,000
Income tax payable		71,140
Deferred consideration payable		7,000,000
Due to related party		269,898
TOTAL CURRENT LIABILITIES		8,730,706

STOCKHOLDERS' DEFICIT
Common stock, $0.01 par value, 100,000,000 authorized, 38,000,000 issued and outstanding as of September 30, 2025		380,000
Additional paid-in capital		—
Accumulated deficit		(5,508,419	)
Cumulative translation adjustment		237,047
Total equity attributable to GridAI		(4,891,372	)
Non-controlling interest		(1,630,457	)
Total deficit		(6,521,829	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,208,877

	For the Period From April 16, 2024 to September 30, 2025
REVENUE	$	138,697

Operating expenses
Cost of services		320,548
General and administrative expenses		4,957,068
Total operating expenses		5,277,616

LOSS FROM OPERATIONS		(5,138,919	)

Other income (expense)
Foreign exchange loss		(202,761	)
Other income (expense)		1,515
Financing costs		(4,334	)
Total other income (expense)		(205,580	)

Current tax benefit		(92,748	)
Net Loss		(5,251,751	)

Other comprehensive loss
Cumulative translation adjustment		237,047
Other comprehensive loss	$	(5,014,704	)

Net loss attributable to non-controlling interests	$	(1,964,181	)
Net loss attributable to Grid AI Corp.	$	(3,287,570	)

	Shares		Common stock		Additional Paid- in Capital			Accumulated deficit			Non- controlling interest			Other comprehensive income		Total
Balance at inception		—	$	—	$	—		$	—		$	—			—	$	—

Purchase of AMPx		—		—		—			—			281,000			—		281,000
Net loss attributable to Grid AI Corp.		—				—			(3,287,570	)		—			—		(3,287,570	)
Net loss attributable to non-controlling interests		—		—		—			—			(1,964,181	)		—		(1,964,181	)
Cumulative translation adjustment		—		—		—			—			—			237,047		237,047
Shares issued as founders shares		32,273,400		322,734		(322,734	)		—			—			—		—
Sales of warrants - cash		—		—		4,168,479			—			—			—		4,168,479
Stock-based compensation		—		—		1,043,396			—			—			—		1,043,396
Shares issued for warrants conversion		5,726,600		57,266		(57,266	)		—			—			—		—
Purchase of additional interest in AMPX		—		—		(4,831,875	)		(2,220,849	)		52,724			—		(7,000,000	)
Consolidated balance as of September 30, 2025		38,000,000	$	380,000	$	—		$	(5,508,419	)	$	(1,630,457	)	$	237,047	$	(6,521,829	)

	For the period from April 16, 2024 to September 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,251,751	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		51,713
Stock-based compensation		1,043,396
Deferred tax		(215,500	)
Changes in operating assets and liabilities:
Trade receivable		55,968
Other receivables		(41,891	)
Other current assets		(71,975	)
Prepaid expenses		(11,028	)
Income taxes payable		71,140
Trade and other payables		389,275
Due to related party		280,983
Net cash used in operating activities		(3,699,670	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of AMPX, net of cash acquired of $375,569		(124,431	)
Net cash used in investing activities		(124,431	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		310,000
Proceeds from sales of warrants		3,720,544
Net cash provided by financing activities		4,030,544

Effect on Foreign Exchange Rate on Changes on Cash		126,526

NET INCREASE IN CASH		332,969

CASH AT BEGINNING OF YEAR		—

CASH AT END OF YEAR	$	332,969

SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR:
Taxes	$	59,745
Interest	$	—
NONCASH INVESTING AND FINANCING ACTIVITIES:
Deferred contingent payable	$	7,000,000
Subscription receivable	$	447,935
Total assets acquired in AMPx business acquisition	$	1,388,972
Total liabilities assumed in AMPx business acquisition	$	983,541
Founder shares issues to Grid AI Corp. founders	$	—

	·	the fair value of assets acquired and liabilities assumed in business combinations, including developed technology, customer relationships, and trade name intangible assets;
	·	the valuation of goodwill and the assessment of potential impairment;
	·	the fair value and classification of deferred consideration payable;
	·	the determination of useful lives for intangible assets and related amortization;
	·	revenue recognition, including the identification of performance obligations and timing of revenue recognition under ASC 606;
	·	the assessment of allowance for credit losses on receivables; and
	·	foreign currency translation and related estimates.

Refundable deposits		2,016
VAT paid on purchases		203,673
GST recoverable		354
	$	206,043

Intangible asset	Estimated useful life (years)		Acquisition date fair value		Accumulated amortization			Net Book Value at September 30, 2025
DLS developed technology		10	$	578,000	$	(33,717	)	$	544,283
AMP developed technology		10		20,000		(1,167	)		18,833
Customer relationships		8		98,000		(7,146	)		90,854
Trade name		10		166,000		(9,683	)		156,317
			$	862,000	$	(51,713	)	$	810,287

2025 (remaining)	$	22,163
2026		88,650
2027		88,650
2028		88,650
2029		88,650
Thereafter		433,524
	$	810,287

	September 30, 2025
Current:
Foreign	$	122,752
Deferred:
Foreign		(215,500	)
Total	$	(92,748	)

Income tax benefit at statutory rates	21.00	%
Change in Valuation Allowance	(13.59	)%
Foreign Rate Differential	3.41	%
Non-controlling interest	(9.10	)%
Total Tax Expense (Benefit)	1.72	%

Deferred Tax Assets
Net Operating Loss Carryforwards	$	936,073
Total deferred tax assets before valuation allowance		936,073
Valuation Allowance		(733,501	)
Total deferred tax assets, net of valuation allowance		202,572

Deferred Tax Liabilities
Intangibles		(202,572	)
Total deferred tax liabilities, net	$	—

Assets acquired:
Cash and cash equivalents	$	375,569
Accounts receivable		301,971
Developed technology		598,000
Customer relationship		98,000
Trade name		166,000
Goodwill		225,001
Total assets	$	1,764,541
Liabilities assumed:
Accounts payable and accrued expenses		768,041
Deferred tax liability		215,500
Total liabilities	$	983,541
Net assets acquired		781,000
Non-controlling interest		281,000
Purchase consideration	$	500,000

	Grid AI Technologies Corp			GridAI, Corp			Adjustments				Consolidated
	September 30, 2025			September 30, 2025			September 30, 2025				September 30, 2025
ASSETS

Current Assets:
Cash and cash equivalents	$	2,180,789		$	332,969			—			$	2,513,758
Subscription receivable		—			447,935			—				447,935
Trade receivable		—			37,372			—				37,372
Prepaid expenses		98,175			11,125			—				109,300
Assets of disposal group held-for-sale		83,170,009			—			—				83,170,009
Other receivables		—			138,145			—				138,145
Other current assets		—			206,043			—				206,043
Total Current Assets		85,448,973			1,173,589			—				86,622,562

Other Assets:
Developed technology, net		—			563,116			18,002,884		Note 3		18,566,000
Customer relationships		—			90,854			2,215,146		Note 3		2,306,000
DLS developed technology					-			727,000		Note 3		727,000
Trade name		—			156,317			656,683		Note 3		813,000
Goodwill		1,684,182			225,001			18,911,030		Note 4		19,136,031
Investment GridAI		27,110,586			—			(27,110,586	)	Note 5		—
Deposits		49,122			—			—				49,122
Total Other Assets		28,843,890			1,035,288			11,808,829				41,688,007

Total Assets	$	114,292,863		$	2,208,877		$	11,808,829			$	128,310,569

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
Accounts payable	$	3,474,909		$	1,079,668			—			$	4,554,577
Accrued expenses		410,324			—			—				410,324
Deferred consideration- short term		—			7,000,000			—				7,000,000
Accrued dividend payable		1,564,753			—			—				1,564,753
Line of credit		700,000			310,000			—				1,010,000
Operating lease liabilities - current		135,609			—			—				135,609
Liabilities held-for-sale		23,672,708			—			—				23,672,708
Income tax payable		—			71,140			—				71,140
Due to related party		—			269,898			—				269,898
Other current liabilities		59,482			—			—				59,482
Total Liabilities		30,017,785			8,730,706			—				38,748,491

Mezzanine Equity:
Series G preferred stock- Par value $0.0001 per share; 13,000 shares designated; 12,373.226 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.		61,681,100			—			—				61,681,100
Stockholders’ Equity (Deficit):
Series B preferred stock- Par value $0.0001 per share; 1,731.6 shares authorized; 475.56 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.		255			—			—				255
Series C preferred stock- Par value $0.0001 per share; 25,000 shares authorized; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024.		—			—			—				—
Series D preferred stock- Par value $0.0001 per share; 50 shares designated; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024.		—			—			—				—
Series E preferred stock- Par value $0.0001 per share; 50 shares designated; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024.		—			—			—				—
Series F preferred stock- Par value $0.0001 per share; 2,333 shares designated; 0 shares issued and outstanding at September 30, 2025 and December 31, 2024.		,										—
Series H preferred stock-Par value $0.0001 per share, 38,801.546 shares designated and 28,604.5 shares issued and outstanding at September 30, 2025 and 0 at December 31, 2024		4			—			—				4
Common stock - Par value $0.0001 per share; 100,000,000 shares authorized; 2,547,147 and 1,584,650 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively.		—			380,000			(380,000	)	Note 6		—
Additional paid-in capital		228,392,426			—			—				228,392,426
Accumulated deficit		(205,798,707	)		(5,508,419	)		5,508,419		Note 6		(205,798,707	)
Cumulative translation adjustment		—			237,047			(237,047	)	Note 6
Non-controlling interest					(1,630,457)			6,917,457		Note 7		5,287,000
Total Stockholders’ Equity (Deficit)		22,593,978			(6,521,829	)		11,808,829		Note 6		27,880,978
Total Liabilities, Mezzanine Equity and Stockholders’ Equity (Deficit)	$	114,292,863		$	2,208,877		$	11,808,829			$	128,310,569

	GridAI Technologies Corp September 30, 2025			Grid AI Corp September 30, 2025			Adjustments				Combined ProForma
Revenue	$	—		$	138,697			—			$	138,697
Operating expenses:
Cost of services		—			320,548			—				320,548
Research and development expenses		32,080						—				32,080
General and administrative expenses		2,362,967			4,957,068			1,672,425		Note 8		8,992,450
Total operating expenses		2,395,037			5,277,616			1,672,425				9,345,078

Loss from operations		(2,395,037	)		(5,138,919	)		(1,672,425	)			(9,174,301	)

Other (expense) income:
Interest income (expense), net		(90,037	)					—				(90,037	)
Foreign exchange loss		—			(202,761	)		—				(202,761	)
Other income (expense), net		(108,818	)		1,515			—				(107,303	)
Financing costs					(4,334	)		—				(4,334	)
Total other income (expense)		(198,855	)		(205,580	)		—				(404,435	)

Current tax benefit		—			(92,748	)		—				(92,748	)

Loss from continued operations	$	(2,593,892	)	$	(5,251,751	)	$	(1,672,425	)		$	(9,518,068	)

Loss from discontinued operations net of tax		(816,808	)		—			—				(816,808	)
Net loss	$	(3,410,700	)	$	(5,251,751	)	$	(1,672,425	)		$	(10,589,048	)

Preferred stock dividends		(254,172	)		—			—				(254,172	)
Net loss applicable to common shareholders	$	(3,664,882	)	$	(5,251,751	)	$	(1,672,425	)		$	(10,598,048	)

Weighted average shares outstanding, basic and diluted		1,609,863			—			424,348				2,034,211
Loss per share, basic and diluted	$	(2.28	)					—			$	(5.21	)
Loss per share from discontinued operations, basic and diluted	$	(0.51	)					—			$	(0.40	)

	·	Reduced headcount to lower cash burn
	·	Scaled back DLS and Alice to minimum support levels
	·	Focused on new technology in a fundamentally new market: energy orchestration for hyperscale AI data center campuses