8-K
filed March 14, 2024, 7:59 PM ET
ticker GRDX
CIK 0001604191
M&A
confidence high
sentiment neutral
materiality 0.85
GridAI Technologies Corp. (GRDX): M&A transaction — First Wave BioPharma completes acquisition of ImmunogenX in stock deal
GridAI Technologies Corp.
- Issued 36,830 common shares and 11,777 Series G shares (convertible into 11.8M common shares) to ImmunogenX holders.
- Assumed ImmunogenX stock options for 200,652 shares at $0.81 and warrants for 127,682 shares at $3.02-$3.92.
- Post-merger common shares outstanding: 1,974,744; Series G conversion requires stockholder approval.
- Appointed Jack Syage (President/COO) and Chaitan Khosla as directors; board expanded to 7.
- Amended credit facility with Mattress Liquidators: $8.2M commitment, maturity Sept 2025, interest rate prime+6%.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Sapirstein changed role as President at GridAI Technologies Corp..
- Action
- ceased to serve as President
- Role
- President
Exact text from the filing
James Sapirstein, the Company’s Chief Executive Officer and Chairman, had served as the Company’s President until the appointment of Dr. Syage.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Chaitan Khosla was appointed as Member of the Board at GridAI Technologies Corp..
- Action
- appointed
- Role
- Member of the Board
Exact text from the filing
appointed (i) Jack Syage, PhD. as the Company’s President and Chief Operating Officer and as a member of the Board and (ii) Chaitan Khosla as a member of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jack Syage was appointed as Member of the Board at GridAI Technologies Corp..
- Action
- appointed
- Role
- Member of the Board
Exact text from the filing
appointed (i) Jack Syage, PhD. as the Company’s President and Chief Operating Officer and as a member of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jack Syage was appointed as President and Chief Operating Officer at GridAI Technologies Corp..
- Action
- appointed
- Role
- President and Chief Operating Officer
Exact text from the filing
appointed (i) Jack Syage, PhD. as the Company’s President and Chief Operating Officer and as a member of the Board
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GridAI Technologies Corp.: Filed Certificate of Designation for Series G Non-Voting Convertible Preferred Stock, establishing its preferences, rights, and limitations (effective 2024-03-13).
- Change
- charter amendment
- Effective
- 2024-03-13
Exact text from the filing
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Certificate of Designation On March 13, 2024, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series G Non-Voting Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware in connection with the Merger referenced in Item 1.01 above.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
GridAI Technologies Corp. completed an acquisition involving ImmunogenX, Inc. (closed 2024-03-13).
- Action
- acquisition
- Counterparty
- ImmunogenX, Inc.
- Closing
- 2024-03-13
Exact text from the filing
On March 13, 2024, the Company completed its business combination with ImmunogenX.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
GridAI Technologies Corp. entered into Merger Agreement with ImmunogenX.
- Action
- entry
- Agreement
- merger
- Counterparty
- ImmunogenX
Exact text from the filing
Pursuant to the terms of the Merger Agreement, we are required to recommend that our stockholders approve the conversion of shares of our Series G Preferred Stock into shares of our Common Stock.
View on SEC.gov
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