GridAI Technologies Corp. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 25, 2025, GridAI Technologies Corp. (f/k/a Entero Therapeutics, Inc.) (the “Company”) entered into a Rescission Agreement (the “Rescission Agreement”) by and among the Company, ImmunogenX, LLC (“Immuno LLC”) and each of the individuals or entities (each a “Shareholder” and collectively, the “Shareholders”) who are the former shareholders of ImmunogenX, Inc., a Delaware corporation (“Immuno Corp.”) to unwind the transactions as set forth in the Agreement and Plan of Merger, dated March 13, 2024 by and among the Company, IMMUNO Merger Sub I, Inc., a Delaware corporation, IMMUNO Merger Sub II, LLC, a Delaware limited liability company, and Immuno Corp., and in the other agreements entered into in connection therewith. As also previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2025, the Company, Immuno LLC and the Shareholders entered into an Amendment to the Rescission Agreement (“Rescission Agreement Amendment”) whereby the parties agreed to add additional shareholder representations and warranties, including providing for an accredited investor representation by each Shareholder.
On December 31, 2025, the Company, Immuno LLC and the Shareholders completed the transactions contemplated by the Rescission Agreement, as amended by the Rescission Agreement Amendment (the “Transaction”), including the transfer by the Coamny to the Shareholders of all of the issued and outstanding membership interests of Immuno LLC held by the Company. After the consummation of the Transaction, Immuno LLC is no longer a subsidiary of the Company and the Company is no longer holding any interest in Immuno LLC.
The Transaction constituted a significant disposition for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma information required by Item 9.01 of Form 8-K is included as Exhibit 99.1 to this Current Report on Form 8-K as provided below.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The following unaudited pro forma financial information of the Company in connection with the Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference:
| · | Unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2025. |
| · | Unaudited Pro Forma Consolidated Statements of Operations for the nine months ended September 30, 2025 and for the year ended December 31, 2024. |
| · | Notes to Unaudited Pro Forma Consolidated Statements of Operations |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | GridAI Technologies Corp. Unaudited Pro Forma Consolidated Financial Statements | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Entero Therapeutics, Inc. | ||
| January 7, 2026 | By: | /s/ Jason D. Sawyer |
| Name: | Jason D. Sawyer | |
| Title: | Chief Executive Officer | |