GridAI Technologies Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to 14a-12

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ENTERO THERAPEUTICS, INC.

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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Entero Therapeutics, Inc.

777 Yamato Road, Suite 502

Boca Raton, Florida 33431

Dear Fellow Stockholder, June 4, 2025

On behalf of the Board of Directors and management of Entero Therapeutics, Inc. (“we”, “us”, “our”, “Entero” or the “Company”), a Delaware corporation, you are invited to attend our 2025 Annual Meeting of Stockholders including any adjournment or postponement thereof (the “Annual Meeting”) to be held on June 30, 2025 at 12:00 P.M. Eastern Time. This year’s Annual Meeting will be a completely “virtual meeting” of stockholders. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/ENTO2025. You will need the 16 digit control number on your notice or proxy card to participate in the Annual Meeting. Online check-in will begin at 11:45 A.M. (Eastern), on June 30, 2025. Once admitted, you may participate in the Annual Meeting and vote during the Annual Meeting by following the instructions that will be available on the Annual Meeting website.

Details of the business to be conducted at the Annual Meeting are described in this proxy statement. We have also made available a copy of our Annual Report on Form 10-K for the year ended December 31, 2023 (filed with the Securities Exchange Commission on March 29, 2024) (the “2023 Annual Report”) and our Annual Report on Form 10-K/A for the year ended December 31, 2024 (filed with the Securities Exchange Commission on April 9, 2025) (the “2024 Annual Report”, and together with the 2023 Annual Report, the “Annual Reports”) with this proxy statement. We encourage you to read our Annual Reports, which include our audited financial statements and provide information about our business and services.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting via the live webcast on the Internet, please read the accompanying proxy statement and then submit your proxy to vote by Internet, telephone or mail as promptly as possible. Returning your proxy will help us assure that a quorum will be present at the Annual Meeting and avoid the additional expense of duplicate proxy solicitations. Any stockholder attending the Annual Meeting may vote via this live webcast, even if he or she has previously voted. Please refer to your proxy card for voting instructions. Submitting your proxy promptly may save us additional expense in soliciting proxies and will ensure that your shares are represented at the Annual Meeting.

If you have questions about the Annual Meeting, you may contact Entero’s Investor Relationships Department at Investors@enterothera.com or by calling (647) 401-7240.

Our Board of Directors has approved the proposals set forth in the proxy statement and recommends that you vote in favor of each such proposal.

Sincerely,

NOTICE OF THE ENTERO THERAPEUTICS, INC.

ANNUAL MEETING OF STOCKHOLDERS

The Proposals are described in the accompanying proxy statement, which we encourage you to read in its entirety before voting. Only holders of record of Common Stock at the close of business on May 14, 2025 are entitled to notice of the Annual Meeting and to vote and have their votes counted at the Annual Meeting and any adjournments or postponements of the Annual Meeting. A complete list of Entero stockholders of record entitled to vote at the Annual Meeting will be available for at least ten days before the Annual Meeting at the principal executive offices of Entero for inspection by stockholders during ordinary business hours for any purpose germane to the Annual Meeting.

The Entero Board unanimously recommends that Entero stockholders vote “FOR” each of the foregoing proposals.

The existence of any financial and personal interests of one or more of Entero’s directors may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Entero and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Interests of Entero’s Directors and Executive Officers in the Proposals” in the accompanying proxy statement for a further discussion of this issue.

Assuming a quorum is present at the Annual Meeting, the proposals require the affirmative vote of the majority of the votes cast by stockholders present or represented by proxy and entitled to vote on the matter at the Annual Meeting. Please vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to authorize the individuals named on your proxy card to vote your shares of Entero common stock at the Annual Meeting. If you hold your shares through a broker, bank or other nominee in “street name” ​(instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of Entero stockholders entitled to vote at the Annual meeting will be available at Entero’s headquarters during regular business hours for examination by any Entero stockholder for any purpose germane to the Annual Meeting for a period of at least ten days prior to the Annual Meeting.

PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED ON, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING PROXY STATEMENT.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

This proxy statement is dated June 4, 2025 and is first being mailed to the stockholders of Entero on or about June 4, 2025.