Business Context and Reporting Period
This Form 8-K Current Report was filed by GridAI Technologies Corp. (GRDX) on December 19, 2025. The filing discloses the appointment of Jason D. Sawyer as Chief Executive Officer (CEO), transitioning from his prior role as Interim CEO, and the execution of an Amended and Restated Consulting Agreement with Access Alternative Group S.A. to formalize his compensation and duties.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The financial data presented is limited to the compensation structure outlined in the new executive agreement:
- Base Compensation: $25,000 per month (retroactive to October 1, 2025).
- Compliance Fee: $20,000 per quarter, contingent on Nasdaq listing compliance (first payment due January 1, 2026).
- One-Time Payment: $150,000 cash plus 400,000 shares upon shareholder approval of the acquisition of Grid AI Corp.
- Equity Compensation: 1,000,000 restricted stock units (RSUs) vesting quarterly in 2026 based on objectives, with accelerated vesting triggers for termination without Cause, Change in Control, or conversion of Series H preferred stock.
Material Changes
The primary material change is the formalization of Mr. Sawyer's leadership role and the amendment of his compensation package. The agreement supersedes the prior consulting arrangement dated September 8, 2025. The new agreement establishes a two-year initial term with specific severance provisions, including pro-rated cash severance for the unexpired term if terminated without Cause.
Guidance, Outlook, and Risks
Management Commentary: The Board of Directors approved the transition of Mr. Sawyer to CEO to provide stable leadership. The agreement includes indemnification and D&O liability insurance coverage for Mr. Sawyer.
Contingencies and Risks:
- Acquisition Dependency: A portion of the compensation ($150,000 and 400,000 shares) is contingent on shareholder approval of the acquisition of Grid AI Corp.
- Listing Compliance: Quarterly fees are contingent on the Company maintaining compliance with Nasdaq rules.
- Termination Terms: The Company may terminate the agreement with 10 business days' notice, while the Consultant requires 30 days' notice.
Investor Verification Checklist
- Verify the status of the proposed acquisition of Grid AI Corp. and whether shareholder approval has been obtained.
- Confirm the Company's current compliance status with Nasdaq listing requirements to assess eligibility for quarterly compliance fees.
- Review the full text of the Amended and Restated Consulting Agreement (Exhibit 10.1) for detailed definitions of "Cause" and "Change in Control."
- Monitor the vesting schedule of the 1,000,000 RSUs and the specific quarterly objectives required for vesting in 2026.