Business Context and Reporting Period
Company: GridAI Technologies Corp. (GRDX)
Filing Type: Form 8-K (Current Report)
Date of Report: May 8, 2026 (Earliest event reported)
Reporting Period: Events occurring May 8, 2026 through May 12, 2026, with closing scheduled for May 18, 2026.
Key Financial Metrics and Transaction Details
This filing details two separate private placement financing agreements entered into to raise capital. The filing does not provide historical revenue, profit, cash flow, or margin data.
| Transaction Component | Details |
|---|---|
| Financing 1 (May 8, 11, 12) | Gross Proceeds: ~$2.54 million Combined Purchase Price: $2.00 per unit Securities: 74,000 common shares, 1,196,001 pre-funded warrants, 1,270,001 common warrants |
| Financing 2 (May 11) | Gross Proceeds: ~$5.25 million Combined Purchase Price: $2.865 per unit Securities: 87,260 common shares, 1,745,199 pre-funded warrants, 1,832,459 common warrants |
| Total Gross Proceeds | ~$7.79 million |
| Use of Proceeds | General corporate purposes, working capital, and repayment of certain outstanding liabilities. |
Material Changes and Transaction Structure
- Capital Structure Impact: The company is issuing a significant volume of pre-funded warrants and common warrants, which will increase the potential share count upon exercise.
- Warrant Terms (Financing 1): Common warrants have varying exercise prices ($2.56, $2.74, $2.89) depending on the agreement date. They are exercisable six months after issuance and expire five years from the earlier of the registration statement effectiveness or Rule 144 eligibility.
- Warrant Terms (Financing 2): Common warrants have a uniform exercise price of $2.865. They are exercisable immediately and expire five years from the earlier of the registration statement effectiveness or Rule 144 eligibility.
- Payment Terms (Financing 2): Only 20% of gross proceeds are paid at closing; the remaining 80% is contingent upon the SEC declaring the resale registration statement effective.
- Registration Rights: The company must file a resale registration statement within 15 days of closing for all securities issued in both transactions.
Outlook, Risks, and Management Commentary
Management Commentary: The company intends to utilize the net proceeds to bolster working capital and repay outstanding liabilities. The closing of both transactions is scheduled for May 18, 2026, subject to customary conditions.
Risks and Contingencies:
- Closing Contingency: The full receipt of proceeds from the $5.25 million financing is contingent on the effectiveness of the SEC registration statement.
- Dilution: The issuance of pre-funded warrants and common warrants creates potential dilution for existing shareholders.
- Beneficial Ownership Limits: Purchasers in the first financing are restricted from exercising warrants if it causes their beneficial ownership to exceed 4.99% (or 9.99% upon election) of outstanding shares.
- Cashless Exercise: Purchasers may exercise warrants on a cashless basis if the underlying shares are not registered, which could impact the actual cash inflow.
Investor Verification Checklist
- Verify the final closing date and confirmation of the May 18, 2026 closing.
- Monitor the filing and effectiveness status of the resale registration statement required for the $5.25 million tranche (80% of proceeds pending).
- Review the specific terms of the "outstanding liabilities" to be repaid with the proceeds.
- Check for any subsequent filings regarding the actual number of shares issued versus the aggregate amounts listed.
- Confirm the impact of the new share issuances on the company's fully diluted share count.