8-K: GridAI Completes ImmunogenX Merger Rescission

GridAI Technologies Corp. has completed the rescission of its merger agreement with ImmunogenX, LLC, effectively divesting all interests in the former subsidiary.

Summary

• GridAI Technologies Corp. (formerly Entero Therapeutics, Inc.) completed the transactions contemplated by the Rescission Agreement, as amended, on December 31, 2025.
• The agreement unwinds the merger with ImmunogenX, Inc. (Immuno Corp.) that was originally set forth in an Agreement and Plan of Merger dated March 13, 2024.
• GridAI transferred all issued and outstanding membership interests of ImmunogenX, LLC (Immuno LLC) to its former shareholders.
• Following the transaction, Immuno LLC is no longer a subsidiary of GridAI, and GridAI no longer holds any interest in Immuno LLC.
• Unaudited pro forma financial statements reflect the removal of Immuno LLC's discontinued operations, showing a reduction in net losses and liabilities.

Sentiment

Score: 6

Explanation: The completion of the rescission, while unwinding a previous strategic move, has a positive financial impact by reducing reported losses and liabilities on a pro forma basis. However, the company remains unprofitable from its continuing operations, indicating ongoing challenges.

Positives

• Net loss applicable to common shareholders for the nine months ended September 30, 2025, decreased from $(3,664,872) to $(2,848,064) on a pro forma basis, an improvement of $816,808.
• Loss per share for the nine months ended September 30, 2025, improved from $(2.28) to $(1.77) on a pro forma basis.
• Net loss applicable to common shareholders for the year ended December 31, 2024, decreased from $(18,300,301) to $(15,859,986) on a pro forma basis, an improvement of $2,440,315.
• Loss per share for the year ended December 31, 2024, improved from $(5.33) to $(4.62) on a pro forma basis.
• The pro forma balance sheet as of September 30, 2025, reflects the removal of $83,170,009 in assets held-for-sale and $23,672,708 in liabilities held-for-sale associated with Immuno LLC.
• 11,777,418 shares of Series G Preferred Stock issued to Immuno LLC were rescinded and are no longer outstanding.

Negatives

• The company continues to report a net loss from continued operations of $(2,593,892) for the nine months ended September 30, 2025, and $(15,619,021) for the year ended December 31, 2024, on a pro forma basis.
• GridAI Technologies Corp. has a significant accumulated deficit of $(205,569,037) on a pro forma basis as of September 30, 2025.

Future Outlook

The unaudited pro forma financial information is presented for illustrative purposes only and does not purport to represent the company's actual financial position or results of operations had the rescission occurred on those dates, nor is it indicative of future results.

Industry Context

NA

Corporate Governance

Stakeholder Impact

• Shareholders: The pro forma financial statements indicate a reduction in net losses and loss per share, which could be viewed positively as it improves the company's financial metrics post-divestiture. The removal of 11,777,418 shares of Series G Preferred Stock also impacts the capital structure.
• Creditors: The removal of $23,672,708 in liabilities held-for-sale from the balance sheet reduces the company's overall liability burden.

Key Dates

Recommendation

While the divestiture of Immuno LLC has improved GridAI's pro forma financial metrics by reducing losses and liabilities, the company remains unprofitable from its continuing operations. The rescission unwinds a previous merger, indicating a strategic shift or failure of the initial acquisition. Investors should hold to observe the company's performance post-divestiture and assess its core business strategy and path to profitability before making further investment decisions.

Keywords

GridAI Technologies Corp., ImmunogenX, merger rescission, divestiture, 8-K filing, pro forma financials, asset disposition, GRDX, Nasdaq Capital Market