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| PART I | | 1 |
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| | | |
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| Item 1. | Business | 1 |
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| Item 1A. | Risk Factors | 20 |
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| Item 1B. | Unresolved Staff Comments | 56 |
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| Item 1C. | Cybersecurity | 56 |
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| Item 2. | Properties | 57 |
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| Item 3. | Legal Proceedings | 57 |
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| Item 4. | Mine Safety Disclosures | 57 |
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| PART II | | 58 |
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| | | |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 58 |
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| Item 6. | Reserved | 59 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 59 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 69 |
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| Item 8. | Financial Statements and Supplementary Data | 69 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 69 |
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| Item 9A. | Controls and Procedures | 71 |
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| Item 9B. | Other Information | 72 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 72 |
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| PART III | | 73 |
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| | | |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 73 |
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| Item 11. | Executive Compensation | 78 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 82 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 87 |
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| Item 14. | Principal Accountant Fees and Services | 88 |
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| | | |
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| PART IV | | 89 |
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| | | |
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| Item 15. | Exhibits and Financial Statement Schedules | 89 |
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| | | |
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| Signatures | 93 | |
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| | | |
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| Index to Consolidated Financial Statements | F-1 | |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, or this Annual Report, contains forward-looking statements that involve substantial risks and uncertainties. All statements contained in this Annual Report other than statements of historical fact are forward-looking statements, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market opportunities or growth. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements.
The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
These forward-looking statements include, among other things, statements regarding:
| ● | our ability to maintain compliance with the continued listing requirements of The Nasdaq Capital Market |
| ● | our ability to satisfy our existing payment obligations and other obligations as they become due |
| ● | the impact of geopolitical events, including the war in Ukraine and conflicts in the Middle East, on our operations, access to capital, supply chain, third-party relationships and broader market conditions |
| ● | the availability of capital to satisfy our working capital requirements |
| ● | our current and future capital requirements and our ability to raise additional funds to satisfy those requirements |
| ● | the impact of the completed rescission transaction involving our former IMGX subsidiary, including any retained or assumed liabilities and related accounting and operational effects |
| ● | the accuracy of our estimates regarding expenses, future revenue and capital requirements |
| ● | our ability to continue operating as a going concern |
| ● | our ability to operate, develop and expand the Grid AI and AMPX business |
| ● | our plans to preserve, develop or commercialize our retained legacy biopharmaceutical assets, including Adrulipase |
| ● | our ability to initiate, continue and complete clinical trials and other development activities for Adrulipase |
| ● | regulatory developments in the United States and foreign jurisdictions |
| ● | the performance of our third-party vendors, service providers, consultants, collaborators, contract research organizations, contract development and manufacturing organizations and other third parties with whom we conduct business |
| ● | our ability to obtain and maintain intellectual property protection for our core assets and technologies |
| ● | the size of the potential markets for our products, technologies and product candidates and our ability to serve those markets |
| ● | the rate and degree of market acceptance of our products, technologies and product candidates |
| ● | the success of competing products, technologies and product candidates developed or commercialized by others |
| ● | our ability to attract and retain key management, technical, operational, scientific and development personnel |
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| ● | other risks and uncertainties, including those described under Part I, Item 1A, “Risk Factors,” of this Annual Report. |
Factors that may cause actual results to differ materially from current expectations include, among other things, the risks and uncertainties described under Part I, Item 1A, “Risk Factors,” and elsewhere in this Annual Report. Any forward-looking statement in this Annual Report reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, financial condition, industry and growth strategy. Given these uncertainties, you should not place undue reliance on these forward-looking statements as predictions of future events.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we undertake no obligation to update or revise any forward-looking statements contained in this Annual Report to reflect new information, future events or circumstances, or otherwise.
This Annual Report also contains estimates, projections and other information concerning our industry, our business and the markets for certain products, technologies and product candidates, including data regarding estimated market size, projected growth rates and the prevalence of certain conditions. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from those reflected in such information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, medical and general publications, government data and similar sources. We have not independently verified the data obtained from third-party sources, and in some cases we do not expressly identify the sources from which such data are derived.
In this Annual Report, unless otherwise stated or the context otherwise requires, references to “GridAI,” the “Company,” “we,” “us,” “our” and similar references are to GridAI Technologies Corp. and its subsidiaries on a consolidated basis. References to “FWB” refer to First Wave Bio, Inc., a wholly owned subsidiary of the Company. Reference to “Grid AI Corp.” refer to Grid AI Corp., a Nevada corporation and our wholly owned subsidiary. Reference to “AMPX” refer to AMPX UK Holdings, a Cayman Islands company of which Grid AI holds 75% ownership interest. References to “IMGX” refer to ImmunogenX, LLC (formerly ImmunogenX, Inc.), which was previously a wholly owned subsidiary of the Company and was disposed of on December 31, 2025 in connection with the rescission transaction.
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