{"url_path":"/sec/grdx/8-k/2026-07-06/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1604191/0001104659-26-080831-index.html","accession_number":"0001104659-26-080831","cik":"0001604191","ticker":"GRDX","issuer_name":"GridAI Technologies Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1604191/0001104659-26-080831-index.html","primary_entity_key":"0001604191","primary_entity_name":"GridAI Technologies Corp."},"word_count":521,"has_tables":true,"body_markdown":"**Item 1.01. Entry Into a Material Definitive\nAgreement**\n\n \n\nOn July 1, 2026, GridAI\nTechnologies Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with\nthe purchasers identified therein (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) pursuant\nto which the Company agreed to sell to the Purchasers in private placements an aggregate of (i) 664,598 shares of common stock, (ii) pre-funded\nwarrants to purchase up to an aggregate of 1,187,325 shares of common stock (the “Pre-Funded Warrants”) and (iii) common\nstock purchase warrants to purchase up to an aggregate of 1,851,923 shares of common stock (the “Common Warrants”) for gross\nproceeds to the Company of approximately $8,500,000. The combined purchase price for one share of common stock or Pre-Funded Warrant in\nlieu of share of common stock and one Common Warrants is $4.59.\n\n \n\nThe Company intends to\nuse the net proceeds for general corporate purposes, which may include acquisitions and/or the repayment of outstanding debt, and\nworking capital. The closing will occur on July 7, 2026, subject to the satisfaction of customary closing conditions. 5% of the gross\nproceeds will be paid to the Company at closing. The remaining 95% of the proceeds will be paid prior to the declaration by the\nSecurities and Exchange Commission (the “SEC”) that the Registration Statement (defined below) is effective.\n\n \n\nThe Pre-Funded Warrants have\nan exercise price of $0.0001 per share, subject to adjustment and no expiration date. The Pre-Funded Warrants will be exercisable immediately\nand may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.\n\n \n\nThe Common Warrants are exercisable\nimmediately and expire five years from the earlier of the effective date of the Registration Statement or the date that the common stock\nunderlying the Pre-Funded Warrants and Common Warrants can be resold without restriction or limitation pursuant to Rule 144. The\nCommon Warrants have an exercise price of $4.47 per share, subject to adjustment as set forth in the Common Warrants for stock splits,\nstock dividends, recapitalizations and similar customary adjustments. The Purchasers may exercise the Common Warrants on a cashless basis\nif the shares of common stock underlying the Common Warrants are not then registered pursuant to an effective registration statement.\n\n \n\nIn connection with the Purchase\nAgreement, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with the Purchasers.\nPursuant to the Registration Rights Agreements, the Company will be required to file a resale registration statement (the \"Registration\nStatement\") with the SEC to register for resale the shares issued under the Purchase Agreement, the shares issuable upon exercise\nof the Pre-Funded Warrants and the shares issuable upon exercise of the Common Warrants, within 15 days after the closing of the transactions\ncontemplated by the Purchase Agreement, and to have such Registration Statement declared effective as promptly as possible after its filing.\n\n \n\nThe foregoing descriptions\nof the Purchase Agreement, Pre-Funded Warrants, Warrants, and Registration Rights Agreements described herein are subject to, and qualified\nin their entirety by, such documents, which are filed as Exhibit 10.1, 4.1, 4.2 and 10.2 to this Current Report on Form 8-K\nand incorporated herein by reference."}