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GRDX on Nasdaq

GridAI Technologies Corp.

GridAI Technologies Corp. is an American electric and services combined company based in Boca Raton.2 Its shares trade on Nasdaq under the symbol GRDX.2

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Last updated Oct 21, 2026.

Overview

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  • TickerGRDX on Nasdaq2
  • IndustryElectric & Other Services Combined2
  • HeadquartersNew York, United States2
  • Incorporated inDE3
  • Business address433 Plaza Real, Suite 275, Boca Raton, Fl3
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • LEI549300I3YKRXWGWPG0392
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O National Corporate Research, Ltd., 19904 Dover, United States2
  • Registered withDivision of Corporations, Department of State, 54740882

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On September 30, 2025, the Company completed a share exchange transaction pursuant to which it acquired 100% of the outstanding equity interests of Grid AI Corp., a Nevada corporation. At the time of the acquisition, Grid AI Corp. owned 75% of the issued and outstanding equity interests of AMPX UK Holdings, a Cayman Islands company, which holds the operating subsidiary AMPX Limited. Following the transaction, Grid AI Corp. and its subsidiaries, including AMPX, became consolidated subsidiaries of the Company.4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-1813.6%Gross margin5
-19540.0%Operating margin5
-17634.4%Net margin5
-25.6%Return on equity5

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue34¢$693.7K
  • Research and development46¢$925.5K
  • Income tax20¢$398.7K

Out of $36.3K in revenue.5 The company lost money this year.

Financial statements

Revenue65$36.3K in 2025
0$10.0K$20.0K$30.0K$40.0K2019: $0$020192025: $36.3K$36.3K2025
Operating income78910115-$7.1M in 2025−52% since 2019
-$60.0M-$40.0M-$20.0M02019: -$14.7M-$14.7M20192020: -$26.4M-$26.4M2020+79%2021: -$59.1M-$59.1M2021+123%2022: -$12.7M-$12.7M2022−79%2023: -$15.8M-$15.8M2023+24%2024: -$15.6M-$15.6M2024−1%2025: -$7.1M-$7.1M2025−55%
Net income78910115-$6.4M in 2025−58% since 2019
-$60.0M-$40.0M-$20.0M02019: -$15.2M-$15.2M20192020: -$32.7M-$32.7M2020+115%2021: -$58.5M-$58.5M2021+79%2022: -$14.6M-$14.6M2022−75%2023: -$15.8M-$15.8M2023+8%2024: -$18.1M-$18.1M2024+14%2025: -$6.4M-$6.4M2025−65%

Every line of the income statement as filed: the last 2 fiscal years, latest first.5

Period ending2025-12-312024-12-31
Revenue$36.3K
Cost of Services$693.7K
Gross loss-$657.4K
Research and development expenses$925.5K$903.9K
General and administrative expenses$5.5M$14.7M
Total operating expenses$6.4M$15.6M
Loss from operations-$7.1M-$15.6M
Interest income (expense), net-$490.8K$875
Other income (expense), net$934.3K$1.4K
Total other expenses$443.4K$2.3K
Loss from continued operations before tax recovery-$6.6M-$15.6M
Income tax benefit$398.7K
Loss from continued operations-$6.2M-$15.6M
Loss from discontinued operations, net of tax-$312.3K-$2.4M
Net loss-$6.6M-$18.1M
Net loss attributed to non controlling interest-$160.9K
Net loss attributed to common shareholders-$6.4M-$18.1M
Preferred stock dividend-$337.2K-$241.0K
Net loss applicable to common shareholders - basic-$6.7M-$18.3M
Net loss applicable to common shareholders - diluted-$6.7M-$18.3M
Basic weighted average shares outstanding (in shares)1.6M shares1.1M shares
Diluted weighted average shares outstanding (in shares)1.6M shares1.1M shares
Loss per share - basic (in dollars per share)-$4.16-$15.99
Loss per share - diluted (in dollars per share)-$4.16-$15.99
Loss per share from discontinued operations, basic-$0-$2
Loss per share from discontinued operations, diluted-$0-$2

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Corporate structure

GridAI Technologies Corp. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of GridAI Technologies Corp.

  • Jason David Sawyer Filed SCHEDULE 13D on GridAI Technologies Corp., latest Jul 8, 2026
  • RENAISSANCE TECHNOLOGIES LLC Filed SCHEDULE 13G/A on GridAI Technologies Corp., latest Feb 12, 2026 (2 filings since Nov 13, 2025)
  • Strategic EP, LLC Filed SCHEDULE 13G on GridAI Technologies Corp., latest Jan 13, 2026
  • Arif Nasir Ali Filed SCHEDULE 13D/A on GridAI Technologies Corp., latest Jun 10, 2025 (2 filings since Jun 9, 2025)
  • ARMISTICE CAPITAL, LLC Filed SC 13G/A on GridAI Technologies Corp., latest Feb 14, 2024 (2 filings since Feb 14, 2023)
  • GridAI Technologies Corp. New York, New York, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What GridAI Technologies Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$87.8K5 Dec 31, 2025$87.8K5 Dec 31, 20240%
Accumulated depreciation$87.8K5 Dec 31, 2025$87.8K5 Dec 31, 20240%
Operating-lease assets (leased space)$126.8K5 Dec 31, 2024$195.4K11 Dec 31, 2023−35.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$899.8K5 Dec 31, 2025$163.5K5 Dec 31, 2024+450.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$24.1M5 Dec 31, 2025$1.7M5 Dec 31, 2024+1332.1%
Accumulated amortization-$31.6K11 Dec 31, 2024$1.5M9 Dec 31, 2021−102.2%
Finite-lived intangibles, net$21.8M5 Dec 31, 2025$338.4K11 Dec 31, 2024+6353.1%

Properties, in its own words

Facilities

The Company no longer maintains a dedicated leased office space and operates using a remote and flexible office model. The Company believes its current arrangements are adequate to meet its operational needs.

Item 2 of the 10-K filed May 1, 2026.4

Leadership

Who has led GridAI Technologies Corp., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Johan M. Spoor2016–2019
  2. James Sapirstein2019–2024
  3. Richard Paolone2025
  4. Jason David Sawyer2025–now

Chair

  1. James Sapirstein2021–2024

President

  1. Johan M. Spoor2016–2019
  2. James Sapirstein2019–2024
  3. Jack Syage2024

Chief financial officer

  1. Maged Shenouda2017–2019
  2. Daniel H. Schneiderman2020–2022
  3. Sarah Romano2022–2025
  4. Anna Skowron2025–now

Chief operating officer

  1. Jack Syage2024
20202025
Board members and other officers (19)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • DirectorTerry Coelho named Jul 26, 2022 to Sep 21, 202339

Former names

  • Entero Therapeutics, Inc.May 30, 2024 to Nov 19, 20253
  • First Wave BioPharma, Inc.Sep 21, 2021 to May 16, 20243
  • AzurRx BioPharma, Inc.Nov 3, 2014 to Sep 14, 20213
  • BioPharma d'Azur, Inc.Apr 2, 2014 to Apr 2, 20143

Timeline

  1. Oct 7, 20268-K Entered a material agreement40
  2. Sep 11, 20268-K Entered a material agreement41
  3. Jul 23, 20268-K Entered a material agreement42
  4. Jul 7, 20268-K Entered a material agreement; Unregistered sale of shares43
  5. Jul 6, 20268-K Entered a material agreement; Unregistered sale of shares44
  6. May 20, 20268-K Entered a material agreement45
  7. May 14, 20268-K Entered a material agreement; Unregistered sale of shares46
  8. May 5, 20268-K Other events47
  9. Apr 28, 20268-K Listing notice or transfer; Regulation FD disclosure48
  10. Apr 24, 20268-K Debt or obligation accelerated49
  11. Apr 13, 20268-K Financial statements and exhibits50
  12. Jan 7, 20268-K Completed an acquisition or sale51
  13. Dec 29, 2025New chief executive Jason David Sawyer becomes CEO15
  14. Feb 13, 2025New chief executive Richard Paolone becomes CEO14
  15. Oct 10, 2019New chief executive James Sapirstein becomes CEO16
  16. Oct 11, 2016New chief executive Johan M. Spoor becomes CEO17
  17. Jan 30, 2014Founded GridAI Technologies Corp. is founded2

Calendar

Coming up

  1. Nov 18, 2026Reports results for the quarter ending Sep/202652

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

355 filings to the SEC since October 2021: 7 annual reports, 17 quarterly reports, 107 major events, 63 insider forms, 8 large holders, 9 private raises, 144 other. The latest 20:

  1. Oct 9, 20264 OWNERSHIP DOCUMENT EDGAR
  2. Oct 7, 20268-K EDGAR
  3. Oct 6, 2026S-1/A EDGAR
  4. Sep 18, 202610-Q/A EDGAR
  5. Sep 11, 20268-K EDGAR
  6. Aug 24, 2026S-1/A EDGAR
  7. Aug 21, 202610-Q EDGAR
  8. Aug 14, 2026NT 10-Q EDGAR
  9. Jul 31, 2026S-1/A EDGAR
  10. Jul 23, 20268-K EDGAR
  11. Jul 15, 2026D EDGAR
  12. Jul 9, 2026S-1/A EDGAR
  13. Jul 8, 2026SCHEDULE 13D EDGAR
  14. Jul 7, 20268-K/A EDGAR
  15. Jul 6, 20268-K EDGAR
  16. Jul 1, 20264 OWNERSHIP DOCUMENT EDGAR
  17. Jun 4, 2026POS AM EDGAR
  18. Jun 3, 20264 OWNERSHIP DOCUMENT EDGAR
  19. May 28, 2026S-1 EDGAR
  20. May 27, 202610-Q EDGAR

The 355 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

18 open-market trades by officers, directors and large owners since October 2021: 0 buys and 18 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jan 6, 2025Romano SarahChief Financial OfficerSale727$0.64$465Form 4
Oct 9, 2024Romano SarahChief Financial OfficerSale476$0.45$214Form 4
Jul 2, 2024Romano SarahChief Financial OfficerSale621$1.07$664Form 4
Jul 2, 2024SAPIRSTEIN JAMESChairman and CEOSale1,289$1.07$1.4KForm 4
Apr 1, 2024SAPIRSTEIN JAMESChairman and CEOSale174$4.23$736Form 4
Apr 1, 2024Romano SarahChief Financial OfficerSale75$4.23$317Form 4
Mar 15, 2024SAPIRSTEIN JAMESChairman and CEOSale1,887$4.96$9.4KForm 4
Mar 15, 2024Romano SarahChief Financial OfficerSale1,120$4.96$5.6KForm 4
Jan 12, 2024Romano SarahChief Financial OfficerSale98$4.20$412Form 4
Jan 12, 2024SAPIRSTEIN JAMESChairman and CEOSale166$4.20$697Form 4
Oct 4, 2023Romano SarahChief Financial OfficerSale1,676$0.29$486Form 4
Oct 4, 2023SAPIRSTEIN JAMESChairman and CEOSale2,764$0.29$802Form 4
Sep 15, 2023CASAMENTO CHARLES JDirectorSale10$0.43$4Form 4
Aug 31, 2023CASAMENTO CHARLES JDirectorSale6,053$0.30$1.8KForm 4
Jul 3, 2023Romano SarahChief Financial OfficerSale1,977$1.54$3.0KForm 4
Jul 3, 2023SAPIRSTEIN JAMESChairman and CEOSale3,349$1.54$5.2KForm 4
Apr 3, 2023Romano SarahChief Financial OfficerSale1,975$2.50$4.9KForm 4
Apr 3, 2023SAPIRSTEIN JAMESChairman and CEOSale3,347$2.50$8.4KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024James Sapirstein$510.3K58
2024Sarah Romano$451.4K58
2023Former ChiefExecutive Officer$1.2M58
2023Former Chief Financial Officer$810.6K58

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$28.0M 2022–2026
Money received by yearMoney received by year, 2022–2026: $28.0M in all. Private raises (Form D) $28.0M.$0$5M$10M$15M$20M2022 · Private raises (Form D): $2.8M20222023 · Private raises (Form D): $5.9M202320242025 · Private raises (Form D): $3.0M20252026 · Private raises (Form D): $16.3M2026
Figures by year
YearPrivate raises (Form D)Total
2026$16.3M$16.3M
2025$3.0M$3.0M
2023$5.9M$5.9M
2022$2.8M$2.8M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Jul 1, 2026Raised $8.5 million in a private offering of equity59 Form D: 6 investors so far Form D
  2. May 11, 2026Raised $5.2 million in a private offering of equity60 Form D: 4 investors so far Form D
  3. May 8, 2026Raised $2.5 million in a private offering of equity61 Form D: 4 investors so far Form D
  4. Aug 9, 2025Raised $3 million in a private offering of securities62 Form D: 3 investors so far Form D
  5. Sep 14, 2023Raised $1.5 million in a private offering of securities39 Form D: 1 investor so far Form D
  6. Jun 13, 2023Raised $431,083 in a private offering of securities63 Form D: 1 investor so far Form D
  7. Mar 15, 2023Raised $4 million in a private offering of equity64 Form D: 1 investor so far Form D
  8. Nov 22, 2022Raised $2.5 million in a private offering of equity65 Form D: 1 investor so far Form D
  9. Jul 15, 2022Raised $300,000 in a private offering of equity66 Form D: 2 investors so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Renaissance Technologies LLC176,300$826.8K0.0%−7,500
Citadel Advisors LLC85,325$400.2K0.0%New
Federation des caisses Desjardins du Quebec76,350$358.1K0.0%+28,550
Vanguard Capital Management LLC74,060$347.3K0.0%+55,767
Geode Capital Management, LLC59,899$280.9K0.0%+26,629
Jane Street Group, LLC49,236$230.9K0.0%+36,579
Vanguard Fiduciary Trust Co33,804$158.5K0.0%+17,459
State Street Corp23,446$110.0K0.0%No change
Independent Advisor Alliance15,000$70.3K0.0%New
Northern Trust Corp13,939$65.4K0.0%New
Harbour Investments, Inc.5,862$27.5K0.0%−2,132
Jones Financial Companies Lllp2,000$8.8K0.0%New
Tower Research Capital LLC (TRC)1,445$6.8K0.0%+184
Barclays PLC380$1.8K0.0%New
SBI Securities Co., Ltd.31$1450.0%−473
Hrt Financial LP20,963$980.0%New
Caitong International Asset Management Co., Ltd21$980.0%New
Danske Bank A/s1$50.0%No change
Osaic Holdings, Inc.1$40.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How GridAI Technologies Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARGridAI Technologies Corp.1
  • CIK0001604191
  • Employer ID (EIN)46-49938604
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)4931 Electric & Other Services Combined1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address433 Plaza Real, Suite 275, Boca Raton, FL1
  • Phone561-589-70201
  • Shares outstanding7,131,123 as of Aug 21, 202613
  • Public float$14.9M as of Jun 30, 20254
  • AuditorMacias Gini & O’Connell LLP, Irvine, CA PCAOB ID 324; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceApr 2, 20141
  • Filings753 in all: 8-K (205), 4 (140), CORRESP (51), 10-Q (30), UPLOAD (30), 3 (25), EFFECT (23), S-1/A (23)1
    All 52 form types

    424B3 (22), S-3 (18), D (17), 424B5 (13), DEFA14A (12), DEF 14A (11), 10-K (10), PRE 14A (10), S-1 (10), 4/A (6), 8-K/A (6), NT 10-Q (6), PRER14A (6), S-3/A (6), SC 13G/A (6), 10-K/A (5), FWP (5), S-8 (5), SC 13D/A (5), SC 13G (5), 5 (4), RW (4), 424B4 (3), 10-Q/A (2), 144 (2), CT ORDER (2), DRS (2), DRS/A (2), DRSLTR (2), NT 10-K (2), POS AM (2), SCHEDULE 13D (2), SCHEDULE 13G (2), 8-A12B (1), 8-A12G (1), ARS (1), CERTNAS (1), DEFR14A (1), S-3MEF (1), S-8 POS (1), SC 13D (1), SCHEDULE 13D/A (1), SCHEDULE 13G/A (1), SEC STAFF ACTION (1)

  • Latest filingsAnnual report (10-K) May 1, 2026
    Quarterly report (10-Q) Aug 21, 2026
    Proxy statement (DEF 14A) Jun 4, 2025
    Latest 8-K (8-K) Oct 7, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, par value $0.0001 per shareGRDXNasdaq

From the cover page of the 10-K filed May 1, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks GridAI Technologies Corp. names in Item 1A of its 10-K filed May 1, 2026: 67 risks under these headings, as written.4

  • Risks Related to Our Business, Financial Position and Capital Requirements
  • Our current dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors could lose their entire investment.
  • Our level of indebtedness and our ability to make payments on or service our indebtedness could adversely affect our business, financial condition, results of operations, cash flow and liquidity.
  • We will require substantial additional financing to achieve our goals, and a failure to obtain this necessary capital when needed and on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product candidate development programs, testing efforts or other operations, including.
  • Additional offerings in the future may dilute then existing stockholders’ percentage ownership of our Company.
  • We experienced significant board and management turnover during the fourth quarter of 2025, and instability in governance and leadership could adversely affect our business.
  • Disruptions in the global economy and supply chains may have a material adverse effect on our business, financial condition and results of operations.
  • Adverse global conditions, including economic uncertainty, may negatively impact our financial results.
  • Acceptance of digital assets, including stablecoins, as consideration in our transactions may expose us to volatility, regulatory uncertainty and accounting complexity, which could adversely affect our financial results.
  • Geopolitical risks associated with Russia’s invasion of Ukraine and conflicts in the Middle East, including the U.S. and Israel war with Iran, could result in increased market volatility and uncertainty, which could negatively impact our business, financial condition, and results of operations.
  • Significant disruptions of information technology systems or breaches of data security could materially adversely affect our business, results of operations and financial condition.
  • Requirements associated with being a public company will increase our costs significantly and will divert significant company resources and management attention.
The other 56 risks
  • Risks Related to our Biopharmaceutical Operation, Clinical Development, Regulatory Approval and Commercialization
  • We operate as a clinical stage biopharmaceutical company with relation to our retained biopharmaceutical assets but have a limited operating history upon which to base an investment decision.
  • We will face intense competition and may not be able to compete successfully.
  • We may incur substantial product liability or indemnification claims relating to the use of our product candidates.
  • We may use biological materials and may use hazardous materials, and any claims relating to improper handling, storage or disposal of these materials could be time consuming or costly.
  • We will need to grow the size of our organization, and we may experience difficulties in managing this growth.
  • Any product candidates we advance into and through clinical development are subject to extensive regulation, which can be costly and time consuming, cause unanticipated delays or prevent the receipt of the required approvals to commercialize our product candidates.
  • If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.
  • Because the results of preclinical studies and early clinical trials are not necessarily predictive of future results, any product candidate we advance into clinical trials may not have favorable results in later clinical trials, if any, or receive regulatory approval.
  • Any product candidate we advance into and through clinical trials may cause unacceptable adverse events or have other properties that may delay or prevent their regulatory approval or commercialization or limit their commercial potential.
  • Delays in the commencement or completion of our clinical trials could result in increased costs and delay our ability to pursue regulatory approval and commercialization of our product candidates.
  • We may be required to suspend, repeat or terminate our clinical trials if they are not conducted in accordance with regulatory requirements, the results are negative or inconclusive or the trials are not well designed.
  • The approval processes of regulatory authorities are lengthy, time consuming, expensive and inherently unpredictable. If we are unable to obtain approval for our product candidates from applicable regulatory authorities, we will not be able to market and sell those product candidates in those countries or regions and our business will be substantially harmed.
  • Our product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit the commercial profile of the approved labeling, or result in significant negative consequences following marketing approval, if any.
  • If we are unable to execute our sales and marketing strategy for our products and are unable to gain market acceptance, we may be unable to generate sufficient revenue to sustain our business.
  • We currently have no commercial organization. If we are unable to establish satisfactory sales and marketing capabilities or secure a sales and marketing partner, we may not successfully commercialize any of our product candidates.
  • We may form or seek strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements.
  • We rely completely on third parties to manufacture our preclinical and clinical pharmaceutical supplies and expect to continue to rely on third parties to produce commercial supplies of any approved product candidate, and our dependence on third party suppliers could adversely impact our business.
  • We rely on third parties to conduct our clinical trials. If these third parties do not meet our deadlines or otherwise conduct the trials as required, our clinical development programs could be delayed or unsuccessful and we may not be able to obtain regulatory approval for or commercialize our product candidates when expected or at all.
  • We intend to rely on market exclusivity periods that may not be or remain available to us.
  • Due to the significant resources required for the development of our product candidates, we must prioritize development of certain product candidates and/or certain disease indications. We may expend our limited resources on candidates or indications that do not yield a successful product and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success.
  • Healthcare reform and restrictions on reimbursements may limit our financial returns.
  • Changes in healthcare law and implementing regulations, including government restrictions on pricing and reimbursement, as well as healthcare policy and other healthcare payor cost-containment initiatives, may negatively impact our ability to generate revenues.
  • If we or any of our independent contractors, consultants, collaborators, manufacturers, vendors or service providers fail to comply with healthcare laws and regulations, we or they could be subject to enforcement actions, which could result in penalties and affect our ability to develop, market and sell our product candidates and may harm our reputation.
  • Our employees and independent contractors, including principal investigators, consultants, commercial collaborators, service providers and other vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could have an adverse effect on our results of operations.
  • Risks Related to our Intellectual Property in the Biopharmaceutical Industry
  • Our success will depend upon intellectual property, proprietary technologies and regulatory market exclusivity periods, and we may be unable to protect our intellectual property.
  • If we or our partners are sued for infringing intellectual property rights of third parties, it will be costly and time consuming, and an unfavorable outcome in that litigation would have a material adverse effect on our business.
  • Our ability to compete may decline if we do not adequately protect our proprietary rights.
  • Risks Related to Grid Ai Corp.’s Business and Industry
  • Our 2025 business transformation through the acquisition of Grid AI Corp. may not succeed, and we may fail to realize the anticipated benefits of that transaction.
  • There can be no assurance that we will be able to obtain stockholder approval to issue shares of our Common Stock issuable upon conversion of our Series H Preferred Stock, and our inability to obtain such approval could materially and adversely affect our business, results of operations and the value of our securities; and that if such stockholder approval is obtained, there is no assurance that we will be able to obtain Nasdaq approval of any initial listing filing application that may be required in connection with the acquisition of Grid AI Corp.
  • Our energy technology business exposes us to risks that are different from our historical biopharmaceutical business.
  • Grid AI Corp.’s limited operating history makes evaluating its business and prospects difficult.
  • The distributed generation industry is emerging and our distributed generation offerings may not receive widespread market acceptance.
  • If renewable energy technologies are not suitable for widespread adoption, or if sufficient demand for our software-enabled services does not develop or takes longer to develop than we anticipate, Grid AI Corp. may not be able to generate sufficient revenue or revenue at all to be financially successful.
  • Our market estimates and assumptions may prove inaccurate.
  • We expect to face significant competition in the Grid AI Corp.’s industry.
  • Grid AI Corp. plans to use artificial intelligence in its business, and challenges with properly managing its use could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations.
  • Grid Ai Corp.’s future growth will depend on developing and commercializing our AI data center platform.
  • Grid AI Corp.’s business strategy may not achieve anticipated benefits. Grid AI Corp’s failure to do so could adversely affect our business, financial condition, and results of operations.
  • Grid AI Corp. currently has no major customers.
  • If Grid AI Corp. is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business could be adversely affected.
  • Any failure to offer high-quality technical support services may adversely affect Grid AI Corp’s relationships with its customers and adversely affect our financial results.
  • Severe weather events, including the effects of climate change, are inherently unpredictable and may have a material adverse effect on our financial results and financial condition.
  • Increased scrutiny from stakeholders and regulators regarding sustainability practices and disclosures, including those related to sustainability, and disclosure could result in additional costs and adversely impact our business and reputation.
  • A failure of our information technology (“IT”) and data security infrastructure could adversely affect our business and operations.
  • Our and Grid AI Corp’s failure to adequately secure, protect and enforce our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.
  • Negative attitudes toward renewable energy projects from the U.S. government, other lawmakers and regulators, and activists could adversely affect our business, financial condition and results of operations.
  • The installation and operation of Grid AI Corp.’s energy storage systems are subject to environmental laws and regulations in various jurisdictions, and there is uncertainty with respect to the interpretation of certain environmental laws and regulations to Grid AI Corp.’s energy storage systems, especially as these regulations evolve over time.
  • Changes in the U.S. trade environment, including the imposition of import tariffs, could adversely affect the amount or timing of our revenues, results of operations or cash flows.
  • Risks Related to our Securities
  • Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our Common Stock.
  • The limited public market for our securities may adversely affect an investor’s ability to liquidate an investment in us.
  • The market price of our Common Stock may be volatile which could subject us to securities class action litigation and prevent you from being able to sell your shares at or above the offering price.
  • We have never paid and do not intend to pay cash dividends on our Common Stock. As a result, capital appreciation, if any, will be your sole source of gain.
  • Provisions in our Charter, our amended and restated by-laws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Common Stock.
  • If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our share price and trading volume could decline.
  • We currently have Series B Preferred Stock, Series G Preferred Stock and Series H preferred Stock outstanding. Our certificate of incorporation authorizes our Board to create new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our Common Stock.

Legal proceedings

On March 17, 2025, Ellenoff Grossman & Schole LLP (“EGS”) filed a lawsuit against the Company in the Supreme Court of the State of New York, County of New York, seeking to recover unpaid legal fees, costs, and disbursements. EGS alleges that the Company failed to pay for legal services rendered from September 2023 through January 2025 and asserts claims for breach of contract, account stated, and quantum meruit. EGS is seeking monetary damages of approximately $749,301, plus applicable interest, costs, and disbursements. The parties have entered into multiple stipulations extending the Company’s deadline to respond to the complaint. Most recently, on July 28, 2025, the deadline to answer, move, or otherwise respond was extended to January 13, 2026.

On January 12, 2026, EGS made a settlement proposal to resolve the matter for $450,000, consisting of an initial payment of $150,000 upon execution of a settlement agreement and the remaining $300,000 payable in equal monthly installments over a period of 12 to 16 months. EGS indicated that it would not accept payment contingent on financing or consideration in the form of equity.

The Company declined this proposal and has since continued to engage in discussions with EGS regarding a potential resolution. As of the date of this Annual Report, the parties are actively negotiating a settlement, and EGS has proposed a resolution in the range of approximately $400,000. There can be no assurance that the parties will reach a settlement on acceptable terms or at all, or as to the timing of any such resolution. See Note 17 in financial statements.

The opening of Item 3, Legal Proceedings.4

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