{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-034161","form_type":"8-K","ticker":"GRDX","cik":"0001604191","company_name":"GridAI Technologies Corp.","filed_at":"2024-03-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:24.782769+00:00","generated_at":"2026-06-04T19:34:45.002528+00:00","sec_items":["1.01","5.03","2.01","2.03","3.02","3.03","5.02","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"First Wave BioPharma completes acquisition of ImmunogenX in stock deal","bullets":["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%."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-034161","json":"https://secwatch.observer/filing/0001104659-24-034161.json","markdown":"https://secwatch.observer/filing/0001104659-24-034161.md","text":"https://secwatch.observer/filing/0001104659-24-034161.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1604191/000110465924034161/0001104659-24-034161-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1604191/000110465924034161/tm248020d2_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T19:34:45.002528+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3d5adc9a2f","claim":"James Sapirstein changed role as President at GridAI Technologies Corp..","evidence_excerpt":"James Sapirstein, the Company’s Chief Executive Officer and Chairman, had served as the Company’s President until the appointment of Dr. Syage.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1604191/000110465924034161/0001104659-24-034161-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to serve as President"},{"label":"Role","value":"President"}],"fact_type":"executive_change"},{"claim_id":"8983d1a313","claim":"Chaitan Khosla was appointed as Member of the Board at GridAI Technologies Corp..","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1604191/000110465924034161/0001104659-24-034161-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Member of the Board"}],"fact_type":"executive_change"},{"claim_id":"a48470b3ec","claim":"Jack Syage was appointed as Member of the Board at GridAI Technologies Corp..","evidence_excerpt":"appointed (i) Jack Syage, PhD. as the Company’s President and Chief Operating Officer and as a member of the Board","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1604191/000110465924034161/0001104659-24-034161-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Member of the Board"}],"fact_type":"executive_change"},{"claim_id":"ea1f3d60c1","claim":"Jack Syage was appointed as President and Chief Operating Officer at GridAI Technologies Corp..","evidence_excerpt":"appointed (i) Jack Syage, PhD. as the Company’s President and Chief Operating Officer and as a member of the Board","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1604191/000110465924034161/0001104659-24-034161-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"President and Chief Operating Officer"}],"fact_type":"executive_change"},{"claim_id":"d0f9c8eb820613b52e6db730cd23bc6b4671c5ee","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1604191/000110465924034161/0001104659-24-034161-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-03-13"}],"fact_type":"governance_change"},{"claim_id":"3ea63e58716638b260bf6894b0c320deaa44fcfc","claim":"GridAI Technologies Corp. completed an acquisition involving ImmunogenX, Inc. (closed 2024-03-13).","evidence_excerpt":"On March 13, 2024, the Company completed its business combination with ImmunogenX.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1604191/000110465924034161/0001104659-24-034161-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"ImmunogenX, Inc."},{"label":"Closing","value":"2024-03-13"}],"fact_type":"ma_transaction"},{"claim_id":"62cafb2e3165b0aa715d27b8d69f1b23526fcb18","claim":"GridAI Technologies Corp. entered into Merger Agreement with ImmunogenX.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1604191/000110465924034161/0001104659-24-034161-index.htm","confidence":0.7,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"ImmunogenX"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}