GridAI Technologies Corp 10-Q/A for FY2026 Q2

GridAI Technologies Corp. (GRDX)

10-Q/A 2026-09-18 For: 2026-06-30

Added on September 18, 2026

About this 10-Q/A

GridAI Technologies Corp filed this 10-Q/A on September 18, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).

Headline figures

Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $85.88K
Net loss: $13.04M; compared with a net loss of $998.27K a year earlier
Diluted EPS: -$2.01; compared with -$0.23 a year earlier

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433 Plaza Real, Suite 275,
Boca Raton, Florida		33432
(Address of principal executive offices)		(Zip Code)


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


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

		Page

PART I. FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	45

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	46

Item 1A.	Risk Factors	46

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 3.	Defaults Upon Senior Securities	47

Item 4.	Mine Safety Disclosures	47

Item 5.	Other Information	47

Item 6.	Exhibits	48

SIGNATURES


	June 30,		December 31,
	2026		2025
	(unaudited)
ASSETS

Current Assets:
Cash and cash equivalents	$	1,379,721	$	899,784
Accounts receivable, net		79,578		29,974
Other current receivables		371,807		1,309,053
Other current assets		—		246,134
Prepaid expenses		468,078		110,934
Total Current Assets		2,299,184		2,595,879

Other Assets:
Developed technology, net		17,846,025		18,810,675
Customer relations, net		2,089,813		2,233,938
Trade name, net		752,025		792,675
Goodwill		14,048,553		24,118,676
Total Other Assets		34,736,416		45,955,964
Total Assets	$	37,035,600	$	48,551,843

LIABILITIES, MEZZANINE AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	2,293,761	$	3,381,500
Accrued expenses		1,294,661		1,434,826
Due to related parties		251,887		267,512
Accrued dividend payable		1,811,250		1,647,820
Deferred consideration		6,250,000		6,250,000
Notes payable		1,676,361		2,027,184
Operating lease liabilities		135,609		135,609
Income tax payable		130,573		—
Common stock payable		202,900		—
Other current liabilities		98,837		14,870
Total Current Liabilities		14,145,839		15,159,321
Deferred tax liability		4,121,323		4,559,000
Total Liabilities		18,267,162		19,718,321

Mezzanine Equity:
Series G preferred stock- Par value $0.0001 per share; 13,000 shares designated; 596 and 596 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively.		3,890,626		3,890,626
Stockholders’ Equity:
Series B preferred stock- Par value $0.0001 per share; 5,194.81 shares authorized; 475.56 and 475.56 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively.		—		—
Series C preferred stock- Par value $0.0001 per share; 75,000 shares authorized; 0 shares issued and outstanding at June 30, 2026 and December 31, 2025.		—		—
Series D preferred stock- Par value $0.0001 per share; 150 shares designated; 0 shares issued and outstanding at June 30, 2026 and December 31, 2025.		—		—
Series E preferred stock- Par value $0.0001 per share; 150 shares designated; 0 shares issued and outstanding at June 30, 2026 and December 31, 2025.		—		—
Series F preferred stock- Par value $0.0001 per share; 7,000 shares designated; 0 shares issued and outstanding at June 30, 2026 and December 31, 2025.		—		—
Series H preferred stock- Par value $0.0001 per share, 38,801.546 shares designated; 38,801.546 and 38,801.546 shares issued and outstanding at June 30, 2026 and December 31, 2025.		4		4
Common stock - Par value $0.0001 per share; 100,000,000 shares authorized; 6,913,198 and 4,224,146 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively.		691		422
Additional paid-in capital		239,708,042		228,558,107
Shareholder and subscription receivables		(4,363,499)		—
Accumulated deficit		(224,924,691)		(208,780,662)
Non-controlling interest		4,791,062		5,126,029
Accumulated other comprehensive income (loss)		(333,799)		38,996
Total Stockholders’ Equity		14,877,812		24,942,896
Total Liabilities, Mezzanine Equity and Stockholders’ Equity	$	37,035,600	$	48,551,843


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


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


		Three Months Ended June 30,						Six Months Ended June 30,
		2026			2025			2026			2025
Revenue		$	85,876		$	—		$	124,084		$	—
Cost of services			122,390			—			774,338			—
Gross loss			(36,514)			—			(650,254)			—
Operating expenses:
Research and development expenses			8,424			10,631			639,804			26,458
Goodwill impairment			10,070,124			—			10,070,124			—
General and administrative expenses			2,991,698			628,233			5,361,076			1,433,791
Total operating expenses			13,070,246			638,864			16,071,004			1,460,249

Loss from operations			(13,106,760)			(638,864)			(16,721,258)			(1,460,249)

Other expenses:
Interest income (expense), net			(387,435)			(36,067)			(909,535)			(53,968)
Other income (expense), net			398,443			—			798,710			(108,818)
Total other income (expense)			11,008			(36,067)			(110,825)			(162,786)

Loss from continuing operations before income taxes		$	(13,095,752)		$	(674,931)		$	(16,832,083)		$	(1,623,035)

Income tax benefit			55,459			—			353,088			—
Loss from continuing operations		$	(13,040,293)		$	(674,931)		$	(16,478,995)		$	(1,623,035)

Loss from discontinued operations net of tax			—			(323,340)			—			(634,855)
Net loss		$	(13,040,293)		$	(998,271)		$	(16,478,995)		$	(2,257,890)
Net loss attributable to non-controlling interests			(221,221)			—			(334,967)			—
Preferred stock dividends			(82,165)			(82,165)			(163,427)			(163,428)
Net loss applicable to common shareholders		$	(12,901,237)		$	(1,080,436)		$	(16,307,455)		$	(2,421,318)

Weighted average shares outstanding, basic and diluted			6,419,222			4,765,004			5,796,241			4,765,004
Loss per share, basic and diluted		$	(2.01)		$	(0.23)		$	(2.81)		$	(0.51)
Loss per share from discontinued operations, basic and diluted		$	—		$	(0.07)		$	—		$	(0.13)


		Series G Convertible					Series B Convertible					Series H Convertible										Shareholder and			Additional						Non			Accumulated			Total
		Preferred Stock					Preferred Stock					Preferred Stock					Common Stock					subscription			Paid In			Accumulated			Controlling			Other Comprehensive			Stockholders’
		Shares		Amount			Shares		Amount			Shares		Amount			Shares		Amount			receivable			Capital			Deficit			Interest			Income (Loss)			Equity
Balance, March 31, 2026		596		$	3,890,626		476		$	—		38,802		$	4		6,108,264		$	610		$	(163,500)		$	230,808,909		$	(212,105,618)		$	5,012,283		$	49,334		$	23,602,023
Deemed dividend of Series B preferred stock		—			—		—			—		—			—		—			—			—			(82,165)			—			—			—			(82,165)
Issuance of common stock for exercise of warrants		—			—		—			—		—			—		136,562			14			—			148,839			—			—			—			148,853
Issuance of common stock on exercise of pre-funded warrants		—			—		—			—		—			—		105,000			10			—			(10)			—			—			—			—
Issuance of common stock in settlement of accounts payable		—			—		—			—		—			—		80,629			8			—			227,722			—			—			—			227,730
Issuance of common stock in settlement of accrued interest on revolving loan		—			—		—			—		—			—		71,482			7			—			232,308			—			—			—			232,315
Issuance of common stock, pre-funded warrants and warrants in private placements, net of subscriptions receivable		—			—		—			—		—			—		161,260			16			(4,199,999)			7,789,966			—			—			—			3,589,983
Stock based compensation - RSU		—			—		—			—		—			—		250,000			25			—			582,475			—			—			—			582,500
Other comprehensive income (loss) - foreign currency translation adjustment		—			—		—			—		—			—		—			—			—			—			—			—			(383,133)			(383,133)
Net income (loss)		—			—		—			—		—			—		—			—			—			—			(12,819,072)			(221,221)			—			(13,040,293)
Balance, June 30, 2026		596		$	3,890,626		476		$	—		38,802		$	4		6,913,198		$	691		$	(4,363,499)		$	239,708,042		$	(224,924,691)		$	4,791,062		$	(333,799)		$	14,877,812


Assets acquired:
Cash and cash equivalents	$	332,969
Trade receivable and other current assets		381,561
Prepaid expenses		11,125
Subscription receivable		447,935
Developed technology		19,293,000
Customer relationships		2,306,000
Trade name		813,000
Total assets	$	23,585,590
Liabilities assumed:
Accounts payable		1,079,668
Tax payable		71,140
Deferred consideration		7,000,000
Notes payable		310,000
Due to related parties		269,898
Deferred tax liability		4,892,262
Total liabilities	$	13,622,968
Goodwill recorded:
Goodwill	$	22,434,494
Net assets acquired	$	32,397,116


		Estimated		Acquisition Date
Intangible Asset		Useful Life		Fair Value
Developed technology		10 years		$	19,293,000
Customer relationships		8 years		$	2,306,000
Trade name		10 years		$	813,000


		Six Months Ended			Six Months Ended
		June 30,			June 30,
		2026			2025
Operating expenses:
Research and development expenses		$	—			—
General and administrative expenses			—			—
Total operating expenses			—			—
Interest expense			—			(634,855)
Other (expense) income			—			—
Loss from discontinued operations		$	—			(634,855)


Balance on December 31, 2024	$	1,684,182
Goodwill associated with Grid AI acquisition		22,434,494
Balance at December 31, 2025	$	24,118,676
Goodwill impairment charge during the six months ended June 30, 2026		(10,070,124)
Balance at June 30, 2026	$	14,048,553


		Estimated
Year ending December 31,		Amortization Expense
2026			1,149,425
2027			2,298,850
2028			2,298,850
2029			2,298,850
2030 and thereafter			12,641,888
Total		$	20,687,863


				Weighted			Weighted
				Average			Average
		Number of		Exercise Price			Remaining
		Warrants		Per Share			Term in Years
Warrants outstanding and exercisable on December 31, 2025		5,190,571		$	5.15		4.36
Issued during the period		6,924,120			1.46		4.86
Cancelled during the period		—			—		—
Expired during the period		(166)			94,431.03		—
Exercised during the period		(1,670,680)			0.85		—
Warrants outstanding and exercisable on June 30, 2026		10,443,845		$	2.31		4.44

Warrants outstanding and exercisable on December 31, 2024		1,642,571		$	20.94		4.71
Issued during the period		—			—		—
Expired during the period		(23)			150,323.49		—
Exercised during the period		—			—		—
Warrants outstanding and exercisable on June 30, 2025		4,927,691		$	6.75		4.46


				Weighted-			Weighted-Average
				Average			Remaining
		Number		Grant Date			Recognition
		of Shares		Fair Value			Period (Years)
Non-vested Outstanding at December 31, 2025		1,160,000		$	2.33		—
Awarded		—			—		—
Vested		(660,000)			—		—
Non-vested Outstanding at June 30, 2026		500,000		$	2.33		—

Non-vested Outstanding at December 31, 2024		1,667		$	11.88		2.24
Awarded		—			—		—
Vested		—			—		—
Cancelled		(1,667)		$	11.88		—
Non-vested Outstanding at June 30, 2025		—		$	—		—


Year	Amount
2026	$	149,381
Total lease payments	$	149,381
Less: imputed interest	$	(13,772)
Present value of lease liabilities	$	135,609


		Revolving			Promissory notes			Promissory
		line of credit			with warrants			Notes			Total
Principal balance December 31, 2025		$	700,000		$	1,017,184		$	310,000		$	2,027,184
Additions			—			999,000			—		$	999,000
Cash repayment of revolving loan principal			(700,000)			—			—			(700,000)
Debt settlement (non-cash)			—			(692,080)			(310,000)		$	(1,002,080)
Net amortization and settlement effect of debt discounts			—			352,257			—		$	352,257
Total notes payable as of June 30, 2026		$	—		$	1,676,361		$	—		$	1,676,361


		June 30, 2026		December 31, 2025
Series G convertible preferred stock		1,787,424		1,787,424
Common stock warrants		10,443,845		5,190,325
Stock options		19		22
Restricted stock units outstanding and not vested		500,000		160,000
Series B convertible preferred stock		786,523		786,523
Series H preferred stock		38,802,000		38,802,000
Restricted stock not yet issued		1		1
Total shares of common stock issuable		52,319,812		46,726,295


		Three Months Ended			Three Months Ended
		June 30, 2026			June 30, 2025
Loss from operations by reportable segment:
AI segment		$	(10,872,231)		$	—
GI segment			(2,234,529)			(638,864)
Total operating loss by reportable segments		$	(13,106,760)		$	(638,864)


		GridAI Technologies			Grid AI Corp
		Corp (GI Segment)			(AI Segment)			Total
Revenue		$	—		$	124,084		$	124,084
Cost of Services			—			774,338			774,338
Gross Loss			—			(650,254)			(650,254)

Operating expenses:
Research and development expenses			8,424			631,380			639,804
Goodwill impairment			—			10,070,124			10,070,124
General and administrative expenses			4,114,207			1,246,869			5,361,076
Total operating expenses			4,122,631			11,948,373			16,071,004
Loss from operations			(4,122,631)			(12,598,627)			(16,721,258)

Other expenses:
Interest income (expense), net			(909,541)			6			(909,535)
Other income (expense), net			389,301			409,409			798,710
Total other income (expense)			(520,240)			409,415			(110,825)
Loss from continuing operations before income taxes			(4,642,871)			(12,189,212)			(16,832,083)
Income tax benefit			—			353,088			353,088
Net loss		$	(4,642,871)		$	(11,836,124)		$	(16,478,995)


		Three Months Ended
		June 30,						Increase
		2026			2025			(Decrease)
Revenue		$	85,876		$	—		$	85,876
Cost of Service			122,390			—			122,390
Gross loss			(36,514)			—			(36,514)
Operating expenses:
Research and development expenses			8,424			10,631			(2,207)
Goodwill impairment			10,070,124			—			10,070,124
General and administrative expenses			2,991,698			628,233			2,363,465
Total operating expenses			13,070,246			638,864			12,431,382
Loss from operations			(13,106,760)			(638,864)			(12,467,896)
Other (expense) income:
Interest expense, net			(387,435)			(36,067)			(351,368)
Other income (expense), net			398,443			—			398,443
Total other income (expense)			11,008			(36,067)			47,075
Loss from continuing operations before income taxes		$	(13,095,752)		$	(674,931)		$	(12,420,821)
Loss from discontinued operations			—			(323,340)			323,340
Income tax benefit			55,459			—			55,459
Net loss		$	(13,040,293)		$	(998,271)		$	(12,042,022)

Exhibit No.		Description
3.1		Amended and Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 21, 2024).
3.2		Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022).
31.1*		Certification of the Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of the Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101)

	GRIDAI TECHNOLOGIES CORP.

	By	/s/ Jason Sawyer
		Jason Sawyer
		Chief Executive Officer and Chairman
		(Principal Executive Officer)

	By	/s/ Anna Skowron
		Anna Skowron
		Interim Chief Financial Officer
Date: September 17, 2026		(Principal Financial and Accounting Officer)

Date: September 17, 2026	/s/ Jason Sawyer
	Jason Sawyer
	Chief Executive Officer and Chairman
	(Principal Executive Officer)

Date: September 17, 2026	/s/ Anna Skowron
	Anna Skowron
	Interim Chief Financial Officer
	(Principal Financial and Accounting Officer)