GridAI Technologies Corp.
For the period ended Mar 31, 2026. Filed May 27, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 27, 2026
GRDX$4.92+5.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-19.
0001104659-25-114181
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-27.
0001104659-26-066519
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 114 previous paragraphs and 116 current paragraphs.
24 unchanged; 19 reworded; 73 added; 70 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 11 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (73)
Current report
GridAI Technologies Corp., formerly known as Entero Therapeutics, Inc., is a diversified technology and life sciences company operating through two reportable segments: (i) an artificial intelligence-driven energy technology business focused on distributed energy resource optimization and grid-edge applications through Grid AI Corp. and its subsidiaries, and (ii) a legacy gastrointestinal biopharmaceutical business focused primarily on Adrulipase.
Current report
On September 30, 2025, we completed the acquisition of Grid AI Corp., a Nevada corporation. Following the acquisition, Grid AI Corp. became a wholly owned subsidiary of the Company. Grid AI Corp., through its subsidiaries, including AMPX UK Holdings and AMPX Limited, is focused on AI-driven energy optimization, distributed energy resource management, battery storage, energy orchestration, and related technology solutions.
Current report
Prior to the Grid AI acquisition, we operated primarily as a clinical-stage biopharmaceutical company focused on targeted, non-systemic therapies for gastrointestinal diseases. Our continuing legacy biopharmaceutical activities are centered on Adrulipase, a recombinant lipase enzyme designed to enable the digestion of fats and other nutrients in patients with exocrine pancreatic insufficiency, including patients with cystic fibrosis and chronic pancreatitis.
Current report
In March 2024, we completed a merger with ImmunogenX, Inc., which became ImmunogenX, LLC following the transaction. IMGX was developing Latiglutenase for celiac disease and CypCel, a metabolic marker compound. In March 2025, we entered into a rescission agreement with IMGX and the former shareholders of IMGX. The rescission transaction was completed on December 31, 2025. As a result, IMGX is no longer a subsidiary of the Company, and the Company no longer holds any ownership interest in IMGX.
Current report
Following the rescission of the IMGX transaction, the Company no longer owns or develops the Latiglutenase and CypCel programs. The Company also terminated its license agreement with Sanofi for Capeserod effective in 2025, and no further payments are due to Sanofi. The Company is no longer actively pursuing the Niclosamide program.
Current report
For the three months ended March 31, 2026, our results reflect the Company’s post-Grid AI acquisition structure, including the operations of Grid AI and AMPX, together with our continuing legacy Adrulipase-related activities and public company costs.
Current report
Our Product Candidates and Technology Platforms
Current report
Following the acquisition of Grid AI Corp., our business includes both AI-driven energy technology activities and legacy biopharmaceutical development activities.
Current report
Our Grid AI business is focused on AI-driven energy optimization, distributed energy resource management, battery storage, energy orchestration, and related technology solutions. Through Grid AI Corp. and its subsidiaries, including AMPX UK Holdings and AMPX Limited, we are developing and commercializing technology intended to optimize energy infrastructure and grid-edge applications.
Current report
Our continuing legacy biopharmaceutical activities are focused primarily on Adrulipase, an oral, non-systemic biologic therapy being developed for the treatment of exocrine pancreatic insufficiency (“EPI”) in patients with cystic fibrosis (“CF”) and chronic pancreatitis (“CP”). Adrulipase is designed as a recombinant lipase enzyme intended to enable the digestion of fats and other nutrients. Our goal is to provide CF and CP patients with a non-animal-derived therapy that may reduce daily pill burden.
Current report
Our former Latiglutenase and CypCel programs were part of the IMGX business. Following the completion of the IMGX rescission transaction on December 31, 2025, we no longer own or develop those programs.
Current report
The Company was initially provided 180 calendar days, or until March 5, 2025, to regain compliance. On March 6, 2025, Nasdaq granted the Company an additional 180-day compliance period, or until September 1, 2025, to regain compliance with the minimum bid price requirement.
Current report
On September 2, 2025, the Company received written notice from Nasdaq that it had regained compliance with the minimum bid price requirement.
Current report
In addition, on January 7, 2025, the Company received a notice from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5620(a) due to the failure to hold an annual meeting of stockholders within twelve months of the Company’s fiscal year end. The Company submitted a compliance plan to Nasdaq and subsequently regained compliance with the annual meeting requirement during 2025.
Current report
On April 22, 2026, The Nasdaq Stock Market LLC notified the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the delayed filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Nasdaq advised the Company that it had 60 calendar days to submit a plan to regain compliance and that Nasdaq could grant an exception period until October 12, 2026. On May 1, 2026, the Company filed its Annual Report on Form 10-K for the year ended December 31, 2025. On May 4, 2026, Nasdaq notified the Company that, based on the filing of the Form 10-K, the Company had regained compliance with Nasdaq Listing Rule 5250(c)(1) and that the matter was closed.
Current report
Although the Company has regained compliance with the foregoing Nasdaq listing requirements, there can be no assurance that the Company will continue to maintain compliance with all applicable Nasdaq continued listing standards in the future.
Current report
Effective January 31, 2025, the Company entered into a Revolving Loan Agreement dated January 27, 2025 with 1396974 BC Ltd. pursuant to which the lender agreed to make loans to the Company. Under the Revolving Loan Agreement, all outstanding principal, accrued and unpaid interest and other amounts were due in full on January 31, 2026.
Current report
As of March 31, 2026, the Company had not repaid the amounts due under the Revolving Loan Agreement. On April 1, 2026, the Company received a demand letter from the lender asserting that the Company was in default and demanding payment of $1,014,675, consisting of $700,000 of principal, interest, and default amounts.
Current report
On May 14, 2026, the Company entered into a Debt Settlement and Subscription Agreement with the lender. Under the settlement agreement, the Company agreed to satisfy the outstanding obligation through (i) a cash payment of $800,000, consisting of $700,000 of principal and $100,000 of accrued interest, and (ii) the issuance of 71,482 shares of common stock at a deemed price of $3.25 per share, in satisfaction of remaining accrued interest obligations of $232,315.
Current report
Pursuant to the agreement, the Company paid $800,000 in cash and issued 71,482 shares of common stock at a deemed price of $3.25 per share in full satisfaction of the outstanding balance. As a result, the indebtedness has been fully satisfied and extinguished, and the Company no longer has access to borrowings under the revolving loan agreement.
Current report
As a result of the rescission, IMGX is no longer a subsidiary of the Company, and the Company no longer holds any ownership interest in IMGX. The Company also no longer owns or develops the Latiglutenase and CypCel programs that were previously part of the IMGX business.
Current report
In connection with the rescission, the Company returned or cancelled the equity consideration previously issued to the former IMGX shareholders, including common stock and Series G preferred stock, and cancelled the assumed IMGX options and warrants. Following the closing of the rescission transaction, the Company retained certain agreed obligations, while IMGX and/or its former shareholders remained responsible for certain IMGX liabilities, including secured debt obligations.
Current report
For the three months ended March 31, 2026, IMGX was not included in the Company’s consolidated results.
Current report
As of March 31, 2026, we had cash and cash equivalents of approximately $386,000 and an accumulated deficit of approximately $212.1 million. We have not yet achieved profitability and anticipate that we will continue to incur net losses for the foreseeable future. Following the acquisition of Grid AI Corp. and the rescission of the IMGX transaction, our liquidity needs include public company costs, operating costs related to the Grid AI and AMPX business, debt service, professional fees, and costs related to maintaining and developing our remaining Adrulipase program.
Current report
We remain dependent on obtaining additional working capital funding from the sale of equity and/or debt securities, warrant exercises, strategic transactions, commercial arrangements, or other sources of financing in order to continue operations and execute our business plan. Without adequate funding, we may not be able to meet our obligations as they become due. These conditions raise substantial doubt about our ability to continue as a going concern.
Current report
Our primary sources of liquidity have been capital raises through equity and debt financings. During 2025 and 2026, we also entered into promissory note arrangements and other financing transactions to fund working capital needs. Our ability to raise additional capital may be affected by market conditions, our operating performance, our Nasdaq listing status, the trading price of our common stock, our capital structure, and broader macroeconomic and geopolitical conditions.
Current report
We may seek funds through additional equity and/or debt financings, warrant exercises, strategic or commercial arrangements, asset sales, or other sources of financing. Future equity or equity-linked financings may be dilutive to existing stockholders. There can be no assurance that additional financing will be available on acceptable terms or at all.
Current report
Effective January 31, 2025, the Company entered into a Revolving Loan Agreement dated January 27, 2025 with 1396974 BC Ltd., pursuant to which the lender agreed to make loans to the Company. Under the Revolving Loan Agreement, the lender made an initial advance of $700,000 to the Company. The Revolving Note bears interest at a rate of 18% per annum.
Current report
All outstanding principal, accrued interest and other amounts under the Revolving Loan Agreement were due on January 31, 2026. The Company did not repay the amounts due at maturity. On April 1, 2026, the Company received a demand letter from the lender asserting that the Company was in default and demanding payment of $1,014,675.
Current report
On May 14, 2026, the Company entered into a Debt Settlement and Subscription Agreement with the lender. Under the settlement agreement, the Company agreed to satisfy the outstanding obligation through a cash payment of $800,000, consisting of $700,000 of principal and $100,000 of accrued interest, and the issuance of 71,482 shares of common stock at a deemed price of $3.25 per share in satisfaction of remaining accrued interest obligations of $232,315. Following the settlement, the Company no longer has access to the revolving loan facility.
Current report
As of March 31, 2026, the Company had outstanding promissory notes and related financing obligations classified as current liabilities. These obligations included promissory notes issued in connection with financing arrangements entered into during 2025 and 2026, including notes issued together with warrants to purchase shares of the Company’s common stock.
Current report
The Company continues to evaluate repayment, refinancing, restructuring, settlement, or equity-linked alternatives with respect to its outstanding indebtedness. There can be no assurance that the Company will be able to refinance or settle these obligations on acceptable terms or at all.
Current report
IMGX debt obligations
Current report
In connection with the rescission of the IMGX transaction completed on December 31, 2025, IMGX is no longer a subsidiary of the Company. Accordingly, IMGX debt obligations, including the former IMGX revolving credit facility, promissory notes, and EIDL loan, are no longer obligations of the consolidated Company, except for any obligations expressly retained by the Company under the rescission arrangements.
Current report
The Company operates through two reportable segments: (i) its artificial intelligence-driven energy technology business (“AI Segment”) and (ii) its legacy biotechnology operations focused on gastrointestinal therapies (“GI Segment”). The AI Segment consists of operations conducted through Grid AI Corp. and its subsidiaries, including AMPX, while the GI Segment reflects the Company’s retained biopharmaceutical development activities, including Adrulipase. Management evaluates performance and allocates resources across these segments based on strategic priorities and expected returns.
Current report
Historically, the Company’s legacy GI Segment did not generate revenue from the sale of approved biopharmaceutical products. Following the acquisition of Grid AI Corp. on September 30, 2025, the Company began generating revenue within its AI Segment from operations conducted through Grid AI Corp. and AMPX.
Current report
For the three months ended March 31, 2026, the Company recognized revenue of $38,208, all of which was attributable to the AI Segment. The GI Segment did not generate product revenue during the period.
Current report
Looking forward, the Company expects its revenue profile to differ from prior periods as a result of the inclusion of Grid AI Corp. and AMPX. With respect to the Company’s retained legacy biopharmaceutical operations, the Company has not generated revenue from product sales and does not expect to do so unless and until a product candidate receives regulatory approval and is successfully commercialized. The Company may also seek to generate revenue in the future from strategic relationships, licensing arrangements, milestone payments, service arrangements, grants, or other sources, although there can be no assurance that any such revenue will be realized.
Current report
Research and development expenses for the three months ended March 31, 2026 related primarily to the Company’s AI Segment and consisted primarily of costs associated with the development of the Company’s artificial intelligence-driven energy optimization platforms, digital infrastructure solutions, and related technology initiativs. A smaller portion of research and development expenses related to the Company’s retained biopharmaceutical development activities, including Adrulipase.
Current report
Following the discontinuation of certain legacy biotechnology programs and the completion of the rescission transaction involving ImmunogenX, LLC on December 31, 2025, Adrulipase is the Company’s only remaining active biotechnology development program. The Company no longer owns or develops the Latiglutenase or CypCel programs, and is no longer developing Capeserod or Niclosamide.
Showing the first 40 of 73 passages. Open the source sections for the rest.
Removed paragraphs (70)
Previous report
We are engaged in the research and development of targeted, non-systemic therapies for the treatment of patients with gastrointestinal (“GI”) diseases. Non-systemic therapies are non-absorbable drugs that act locally, i.e., in the intestinal lumen, skin or mucosa, without reaching an individual’s systemic circulation. In addition to our biotechnology programs, we also conduct operations through Grid AI, an artificial intelligence - driven energy technology platform acquired on September 30, 2025, which offers software designed to optimize and coordinate distributed energy resources.
Previous report
We are currently focused on developing the biologic Adrulipase, a recombinant lipase enzyme designed to enable the digestion of fats and other nutrients in cystic fibrosis and chronic pancreatitis patients with exocrine pancreatic insufficiency. Our other programs consisted of Latiglutenase, a targeted oral biotherapeutic for celiac disease designed to breakdown gluten into non-immunogenic peptides; Capeserod, a selective 5-HT4 receptor partial agonist which was being developed as a gastroparesis therapeutic; and Niclosamide, an oral small molecule with anti-inflammatory properties for patients with inflammatory bowel diseases such as ulcerative colitis and Crohn’s disease. We have determined to discontinue the Latiglutenase, Capeserod and Niclosamide programs.
Previous report
On September 30, 2025, the Company entered into and consummated a share exchange agreement (“Share Exchange Agreement”) with GridAI Corp, a Nevada corporation (“GridAI”), and the stockholders of all of the issued and outstanding shares of GridAI (such shares, the “Shares,” and the stockholders, collectively, the “Sellers,”). GridAI is a grid-edge, AI-driven software and device platform that enables utilities, retailers, and large power users to dynamically manage load and distributed energy resources. Pursuant to the Share Exchange Agreement, the Company purchased the Shares from the Sellers for a purchase price consisting of (i) an aggregate of 424,348 shares of the Company’s common stock, which represents 19.99% of the issued and outstanding shares of common stock as of the date of entry into the Share Exchange Agreement, and (ii) 38,801,546 shares of the Company’s Series H Non-Voting Convertible Preferred Stock, having such rights and preferences as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series H Non-Voting Convertible Preferred Stock filed with the Delaware Secretary of State on October 1, 2025. The shares of Series H Non-Voting Convertible Preferred Stock can be convertible into an aggregate of 38,801,546 shares of Common Stock, subject to shareholder approval and certain conditions and adjustments as set forth in the Certificate of Designation.
Previous report
In March 2024, we announced the closing of a merger with ImmunogenX, Inc. (“IMGX”) (the Company’s acquisition of IMGX, the “Merger”), a private, clinical-stage biopharmaceutical company founded in 2013, which is developing the biologic Latiglutenase for the treatment of celiac disease. IMGX is also developing CypCel, a metabolic marker compound that can measure the state of small-intestinal recovery of celiac patients undergoing gluten-free diets (“GFDs”). We have initiated a plan to dispose of certain assets and liabilities of IMGX, including Latiglutenase and CypCel. As of December 31, 2024, these were classified as assets and liabilities held for sale and due to the short period of time since the close of the Merger, are reported at their fair value less cost to sell. We determined that the discontinued operations of IMGX represents a strategic shift that will have a major effect on our operations and financial statements.
Previous report
In March 2025, we announced that we entered into a rescission agreement (the “Rescission Agreement”), by and among the Company, IMGX and the former shareholders of IMGX (the “IMGX Shareholders”). Under the terms of the Rescission Agreement, the parties have amicably determined that it is in their collective best interest to: (i) rescind the issuances of the shares of Common Stock and Series G Preferred Stock that the Company has issued to the IMGX Shareholders as part of the Merger, (ii) convey to the IMGX Shareholders all of the issued and outstanding membership interests (the “Membership Interests”) of IMGX currently held by the Company, (iii) cancel the Assumed Options and Assumed Warrants, and (iv) provide for such additional agreements as are set forth in the Rescission Agreement. Also as set forth in the Rescission Agreement, following the closing, the Company will retain up to approximately $695,000 of IMGX’s accounts payable, and IMGX will remain responsible for approximately $9,278,400 of IMGX’s secured debt. On June 30, 2025, the Company and the IMGX Shareholders representative mutually agreed that the transactions contemplated by the Rescission Agreement may be consummated on or prior to December 31, 2025. The Company expects that the closing of the Rescission Agreement will occur on or prior to November 30, 2025, subject to satisfaction or waiver of all conditions for closing. After the transactions contemplated by the Rescission Agreement have been consummated, IMGX will no longer be a subsidiary of the Company, and the Company will no longer be holding any interest in IMGX.
Previous report
In July 2025, we announced that we entered into an amendment to the Rescission Agreement, by and among the Company, IMGX and the IMGX Shareholders (“Rescission Agreement Amendment”), whereby the parties to the Rescission Agreement Amendment agreed to add additional shareholder representations and warranties, including providing for an accredited investor representation by each of the IMGX Shareholders.
Previous report
On February 26, 2025, we gave notice to terminate our license agreement with Sanofi for the development of Capeserod, a selective 5 - HT4 receptor partial agonist. This termination was effective in April 2025. No payments are due to Sanofi.
Previous report
In November 2024, we announced a binding term sheet, subject to several closing conditions, for a reverse merger transaction with Journey Therapeutics, Inc. We do not anticipate that this transaction will move forward.
Previous report
In September 2024, we announced a binding letter of intent with Data Vault Holdings, Inc. (“Data Vault”), a privately held technology holding company, to exclusively license two technology product suites owned by Data Vault. We do not anticipate that this transaction will move forward.
Previous report
In December 2023, we announced that we have entered into a non-binding term sheet to sell our Niclosamide program. This transaction is not expected to move forward.
Previous report
Our Product Candidates
Previous report
Our Latiglutenase program was focused on the development of an orally administered, minimally-absorbed, biologic for improving multiple gluten-induced symptoms and consequent quality of life (“QOL”) due to inadvertent gluten consumption in patients with celiac disease (“CeD”) by breaking down the gluten into non-immunogenic peptides. We are no longer working on this program and have initiated a plan for its disposition as part of the Recission Agreement.
Previous report
Grid AI and AMPX Initiatives
Previous report
On September 30, 2025, the Company completed the acquisition of Grid AI Corp., a grid-edge, AI-driven software and device platform that enables utilities, energy retailers, and large commercial and industrial customers to manage distributed energy resources and optimize power usage. Grid AI, through its operating subsidiary AmpX, provides an artificial intelligence–based orchestration platform that integrates with existing grid and on-site infrastructure to support automated load management, distributed generation optimization, and real-time energy system coordination. The platform applies machine-learning models to analyze grid conditions and adjust asset performance to improve reliability, reduce operating costs, and support the increasing adoption of renewable and decentralized energy resources.
Previous report
The operations of Grid AI, together with related technology initiatives including the AMPX platform, represent a new operating component of the business. Because the acquisition occurred at the end of the reporting period, Grid AI’s operations are not separately discussed or presented in this Form 10-Q. Management will begin providing expanded discussion of Grid AI and AMPX activities in subsequent filings as integration progresses and operational data becomes available. See Note 3 – Business Combination (Grid AI Acquisition) for further information.
Previous report
On March 6, 2025, we received a letter from Nasdaq advising that we had been granted a 180-day extension, or until September 1, 2025, to regain compliance with the minimum bid price requirement, in accordance with Nasdaq Listing Rule 5810(c)(3)(A). If at any time prior to September 1, 2025, the bid price of our Common Stock closes at $1.00 per share or more for a minimum of 10 consecutive trading days, we will regain compliance with the minimum bid price requirement. On July 3, 2025, Entero Therapeutics, Inc. (the “Company”) received a letter from the Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as the Company held its Annual Meeting on June 30, 2025, as disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on July 2, 2025, Nasdaq had determined that the Company has regained compliance with Nasdaq Listing Rule 5620(a) (the “Annual Meeting Rule”), and that the matter is now closed.
Previous report
The extension notice has no immediate effect on the listing of our Common Stock on The Nasdaq Capital Market and does not affect our reporting requirements with the Securities and Exchange Commission. If we do not regain compliance with the minimum bid price requirement during the additional 180-day extension, Nasdaq will provide written notification that our Common Stock will be delisted. At that time, we may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company does appeal the delisting determination by Nasdaq to the hearings panel, that such appeal would be successful. There can be no assurance that we will regain compliance with the minimum bid price requirement during the additional 180-day compliance period ending September 1, 2025 or maintain compliance with any other Nasdaq listing requirement. We intend to monitor the closing bid price of our Common Stock and may, if appropriate, consider implementing available options to regain compliance with the minimum bid price requirement.
Previous report
On January 7, 2025, we received a written notice from the Listing Qualifications department of Nasdaq indicating that were not in compliance with Nasdaq Listing Rule 5620(a), due to us not holding an annual meeting of stockholders in 2024 within one year of our 2023 fiscal year end. On February 21, 2025, we submitted a plan to regain compliance. On March 3, 2025, Nasdaq informed us that it has determined to grant us an extension until June 30, 2025 to regain compliance for continued listing. On June 30, 2025, we held our Annual Meeting and on July 3, 2025, we received a letter from the Listing Qualifications department of Nasdaq notifying the Company that, as the Company held its Annual Meeting on June 30, 2025, Nasdaq had determined that the Company has regained compliance with Nasdaq Listing Rule 5620(a), and that the matter is now closed.
Previous report
On October 28, 2025, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that, based on the Form 8-K filed by the Company on October 6, 2025, the Company is in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Listing Rule 5550(b)(1). The letter also noted that if the Company fails to evidence compliance upon filing its next periodic report, it may be subject to delisting and would have the opportunity to appeal any such determination to a Nasdaq Hearings Panel.
Previous report
Effective January 31, 2025, we entered into a Revolving Loan Agreement dated January 27, 2025 (the “Revolving Loan Agreement”), with a Lender pursuant to which the Lender agreed to make loans to us. Pursuant to and under the terms of the Revolving Loan Agreement, we issued to the Lender a revolving note dated January 27, 2025 in the principal amount of $2,000,000 (the “Revolving Note” and such amount, the “Total Outstanding Amount”). This transaction is referred to as the “Financing”. We shall use the proceeds from the Financing for general corporate purposes, including but not limited to finance the expense of a Qualified Public Equity Offering (as defined below) and payment of certain items. Out of the Total Outstanding Amount, the Lender disbursed an initial loan amount of $700,000. The Revolving Note bears interest at the rate of 18% per annum interest accumulated as of September 30, 2025 was approximately $79,500. The Revolving Loan Agreement provides that it is a condition of the closing of the Financing that not less than three of the current members of our Board of Directors resign and that three nominees designated by the Lender (“Lender Board Member Candidates”) be appointed to the Board of Directors by the remaining members of the Board of Directors. The Revolving Loan Agreement also provides that we will use our reasonable best efforts to consummate an underwritten or “best efforts” public offering of not less than $5,000,000 by us of our Common Stock and/or any convertible security or warrant, option or other right to subscribe for or purchase any additional shares of our Common Stock (“Qualified Public Equity Offering”) as soon as practicable, and the Lender shall cooperate with us in connection therewith. If, despite the reasonable best efforts of the Borrower, (x) a registration statement with respect to securities to be offered in a Qualified Public Equity Offering (the “QPEO S-1”) is not filed within 45 days following the initial Closing Date, or (y) a Qualified Public Equity Offering is not consummated within the earlier of (A) 120 days from the initial filing of the QPEO S-1 and (B) 30 days of a QPEO S-1 being declared effective by the SEC, then the Lender Board Member Candidates shall, upon the written request of the remaining members of the Board of Directors, resign from all of their respective positions on the Board of Directors.
Previous report
As of September 30, 2025, the Company was in compliance with all covenants under the Revolving Loan Agreement. The agreement includes customary conditions and covenants, including requirements related to board composition and the Company’s reasonable best efforts to complete a Qualified Public Equity Offering (“QPEO”) within specified timeframes. Management is actively pursuing such offering and does not currently anticipate any default or acceleration under the terms of the facility.
Previous report
In March 2024, we announced the closing of a merger withIMGX. As a result of the Merger, IMGX became a limited liability company and our wholly owned subsidiary. As consideration for the Merger we issued the former shareholders of IMGX (A) 36,830 shares of Common Stock of the Company and (B) 11,777.418 shares of Series G Preferred Stock. In addition, we assumed (i) all ImmunogenX stock options immediately outstanding prior to the Merger, each becoming an option to purchase Common Stock subject to adjustment pursuant to the terms of the merger agreement (the “Assumed Options”) and (ii) all ImmunogenX warrants immediately outstanding prior to the Merger, each becoming a warrant to purchase Common Stock subject to adjustment pursuant to the terms of the merger agreement (the “Assumed Warrants”). The Assumed Options are exercisable for an aggregate of 200,652 shares of Common Stock, have an exercise price of $0.81 and expire between February 1, 2031 and June 6, 2033. The Assumed Warrants are exercisable for an aggregate of 127,682 shares of Common Stock, have exercise prices ranging from $3.02 to $3.92 and expire between September 30, 2032 and September 6, 2033.
Previous report
Under the terms of the Rescission Agreement, the parties have amicably determined that it is in their collective best interest to: (i) rescind the issuances of the of the shares of Common Stock and Series G Preferred Stock that the Company has issued to the IMGX Shareholders as part of the Merger, (ii) convey to the IMGX Shareholders all of the issued and outstanding Membership Interests of IMGX currently held by the Company, (iii) cancel the Assumed Options and Assumed Warrants; and (iv) provide for such additional agreements as are set forth therein.
Previous report
Pursuant to the terms of the Rescission Agreement (i) each Shareholder agreed to cancel, waive, relinquish and disclaim in all respects any and all claims and/or rights to record or beneficial ownership in and to the shares of Common Stock and Series G Preferred Stock that the Company has issued to the IMGX Shareholders as part of the Merger, as set forth in the Rescission Agreement, (ii) each Shareholder agreed to cancel, waive, relinquish and disclaim in all respects any and all claims and/or rights to record or beneficial ownership in and to the Assumed Options and Assumed Warrants as set forth in the Rescission Agreement, including any Common Stock into which such Assumed Options and Assumed Warrants are not or ever have been converted or are convertible, (iii) the Company agreed to cancel, waive, relinquish and disclaim in all respects any and all claims and/or rights to record or beneficial ownership in and to the Membership Interests of IMGX, and (iv) the Company will retain up to approximately $695,000 of IMGX’s accounts payable, and IMGX will remain responsible for approximately $9,278,400 of IMGX’s secured debt.
Previous report
In addition, under the terms of the Rescission Agreement, the Company shall have no obligation and will released from any and all obligations with respect to the assets or business of IMGX incurred after the Closing Date, as defined in the Rescission Agreement, or prior to the Closing Date, except as provided in the Rescission Agreement, unless approved in writing by the Company.
Previous report
The obligations of each party to the Rescission Agreement to consummate the transactions contemplated by the Rescission Agreement are subject to the fulfillment, at or prior to the Closing, as defined in the Rescission Agreement, of each of the conditions set forth in the Rescission Agreement, and among others, that (i) the Company shall have obtained approval of its shareholders for the transfer of the Membership Interests to the Shareholders, and the other consents, authorizations or approvals from the parties as set forth in the Rescission Agreement to consummate the transactions contemplated by this Agreement, (ii) the Shareholders shall have delivered a mutually satisfactory voting agreement agreeing to, including other things, vote the Shares held by them in favor of the transactions contemplated by the Rescission Agreement, and (iii) the Company shall have received a resignation letter from Jack Syage resigning from all positions with the Company.
Previous report
The Rescission Agreement may be terminated and the transactions contemplated thereby may be abandoned by the Company or the Shareholder Representative, as defined in the Rescission Agreement, if the transactions contemplated thereby shall not have been consummated by June 30, 2025, unless the Company and Shareholder Representative shall have consented to a subsequent date. On June 30, 2025, the Company and the IMGX Shareholders representative mutually agreed that the transactions contemplated by the Rescission Agreement may be consummated on or prior to December 31, 2025.
Previous report
In July 2025, we announced the we entered into an amendment to the Rescission Agreement, by and among the Company, IMGX and the IMGX Shareholders (“Rescission Agreement Amendment”), whereby the parties to the Rescission Agreement Amendment agreed to add additional shareholder representations and warranties, including providing for an accredited investor representation by each Shareholder.
Previous report
As of September 30, 2025, we had cash and cash equivalents of approximately $2.5 million, and had sustained cumulative losses attributable to common stockholders of approximately $3.7 million. We have closed on a revolving loan agreement in the principal amount of $2.0 million. We have not yet achieved profitability and anticipate that we will continue to incur net losses for the foreseeable future. We expect that our expenses will continue to grow and, as a result, we will need to generate significant product revenues to achieve profitability. We may never achieve profitability. As such, we are dependent on obtaining, and are continuing to pursue, the necessary funding from outside sources, including obtaining additional funding from the sale of securities in order to continue our operations. Without adequate funding, we may not be able to meet our obligations. We believe these conditions may raise substantial doubt about our ability to continue as a going concern.
Previous report
Our primary sources of liquidity come from capital raises through additional equity and/or debt financings. This may be impacted by geopolitical events, including war in Ukraine and in the Middle East, which are evolving and could negatively impact our ability to raise additional capital in the future.
Previous report
Although we are primarily focused on the development of our product candidate, Adrulipase, we are also opportunistically focused on expanding our product pipeline of clinical assets through collaborations, and also through acquisitions of products and companies. We are continually evaluating potential asset acquisitions business combinations, and other partnership opportunities. To finance such acquisitions, we might raise additional equity capital, incur additional debt, or both.
Previous report
Our ability to issue securities is subject to market conditions. Each issuance under the shelf registration statements will require the filing of a prospectus supplement identifying the amount and terms of the securities to be issued.
Previous report
Effective January 31, 2025, we entered into a Revolving Loan Agreement dated January 27, 2025 (the “Revolving Loan Agreement”), with a Lender pursuant to which the Lender agreed to make loans to us. Pursuant to and under the terms of the Revolving Loan Agreement, we issued to the Lender a revolving note dated January 27, 2025 in the principal amount of $2,000,000 (the “Revolving Note” and such amount, the “Total Outstanding Amount”). This transaction is referred to as the “Financing”. We shall use the proceeds from the Financing for general corporate purposes, including but not limited to finance the expense of a Qualified Public Equity Offering (as defined below) and payment of certain items. Out of the Total Outstanding Amount, the Lender disbursed an initial loan amount of $700,000. The Revolving Note bears interest at the rate of 18% per annum interest accumulated as of September 30, 2025 was approximately $79,500.
Previous report
In connection with the IMGX acquisition, we assumed a revolving line of credit. In October 2022, IMGX entered into a credit agreement, which allowed for a revolving line of credit (the “Revolver”) for borrowings up to $6.0 million, maturing on October 1, 2024, and bearing interest per annum of the prime rate plus 4.5%. The credit agreement was amended in September 2023 (the “First Amendment”) to increase the maximum borrowings of the Revolver to $7.5 million. The credit agreement was amended and restated on March 13, 2024 (the “Second Amendment”). Terms under the Second Amendment include a maturity date of September 13, 2025, interest per annum of the prime rate plus 6.0%, and no further draws on the line of credit after March 13, 2024. As of September 30, 2024, the Revolver and accrued interest has been reclassified to liabilities of the disposal group held for sale.
Previous report
In connection with the IMGX acquisition, we assumed two promissory notes, one of which is with a related party. The notes are each in the amount of $0.5 million, accrue interest at a rate of the prime rate plus 4.5% per annum, and have a maturity date of September 30, 2025. As of September 30, 2024, the promissory notes and all accrued interest has been reclassified to liabilities of the disposal group held for sale.
Previous report
EIDL loan
Previous report
In connection with the IMGX acquisition, we assumed an EIDL loan with a principal balance of $0.5 million bearing interest of 3.75% per annum, with interest payable monthly in arrears. All unpaid principal and interest are due at maturity on June 30, 2050. As of September 30, 2024, the EIDL loan and all accrued interest has been reclassified to liabilities of the disposal group held for sale.
Previous report
To date, we have not generated any revenue from the sale of our product candidates or otherwise. In the future, we expect that we will seek to generate revenue primarily from product sales, but we may also generate non-product revenue from sources including, but not limited to, research funding, development and milestone payments, and royalties on future product sales in connection with any out-license or other strategic relationships and/or government grants we may establish. Our product candidates are at an early stage of development and may never be successfully developed or commercialized.
Previous report
Conducting research and development is central to our business. Historically, the majority of our research and development expenses have been focused on the development of Adrulipase, Niclosamide, Capeserod and Latiglutenase. Research and development expenses consist primarily of internal and external costs incurred for our development activities, which include, among other things:
Previous report
We expect our research and development expenses to increase for the foreseeable future as we focus our efforts on the clinical development of our product candidates, including Adrulipase, through late-stage clinical trials, as well as chemistry, manufacturing and controls (“CMC”) efforts. The process of conducting non-clinical studies and clinical trials necessary to obtain regulatory approval is costly and time-consuming. It is difficult to determine with certainty the duration and costs of any non-clinical study or clinical trial that we may conduct. In addition, if our product development efforts are successful, we expect to incur substantial costs to prepare for potential commercialization of any late-stage product candidates and, in the event any of our product candidates receives regulatory approval, to potentially fund the launch and sales and marketing efforts of the product.
Showing the first 40 of 70 passages. Open the source sections for the rest.
Reworded paragraphs (19)
Previous wording
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this interim report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. As discussed in the section titled “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS,” The following discussion and analysis contains forward-looking statements including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies. In evaluating our business, you should carefully consider the information set forth under the heading“Risk Factors”* included in this Report and in our Annual Report filed on Form 10-K/A for the year ended December 31, 2024 filed with the SEC on April 9, 2025.*
Current wording
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this interim report. Our condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. As discussed in the section titled “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS,” The following discussion and analysis contains forward-looking statements including, without limitation, statements regarding our expectations, beliefs, intentions or future strategies. In evaluating our business, you should carefully consider the information set forth under the heading “Risk Factors” included in this Report and in our Annual Report filed on Form 10-K for the year ended December 31, 2025 filed with the SEC on May 1, 2026.
Previous wording
Our Adrulipase programs are focused on the development of an oral, non-systemic, biologic capsule for the treatment of exocrine pancreatic insufficiency (“EPI”) in patients with cystic fibrosis (“CF”) and chronic pancreatitis (“CP”). Our goal is to provide CF and CP patients with a safe and effective therapy to control EPI that is non-animal derived and offers the potential to dramatically reduce their daily pill burden. In July 2023, we announced topline results from our Phase 2b monotherapy bridging study using a new enteric microgranule formulation of Adrulipase. Although the primary efficacy endpoint was not achieved, data from the study indicated that the enhanced Adrulipase formulation was safe, well tolerated and demonstrated an improvement over prior formulations of Adrulipase. We are planning to move this program forward in 2026.
Current wording
In July 2023, we announced topline results from our Phase 2b monotherapy bridging study using a new enteric microgranule formulation of Adrulipase. Although the primary efficacy endpoint was not achieved, data from the study indicated that the enhanced Adrulipase formulation was safe and well tolerated and demonstrated improvement over prior formulations of Adrulipase. We continue to evaluate next steps for the Adrulipase program, subject to available capital and strategic priorities.
Previous wording
Our Capeserod program was in-licensed from Sanofi in September 2023. Sanofi conducted Phase 1 and Phase 2 Central Nervous System (“CNS”) trials with over 600 patients. In Sanofi’s CNS trials, Capeserod appeared safe and well-tolerated. Research on Capeserod and subsequent artificial intelligence (“AI”) empowered analyses suggest that the drug possesses a unique mechanism of action that is applicable to several GI indications underserved by currently available therapeutics. We are no longer working on this program and on February 26, 2025, notified Sanofi of our intent to terminate the license agreement. As of September 30, 2025 the agreement with Sanofi has been terminated.
Current wording
Our Capeserod program was in-licensed from Sanofi in September 2023. On February 26, 2025, we notified Sanofi of our intent to terminate the license agreement. The agreement was terminated in 2025, and no further payments are due to Sanofi. We are no longer developing Capeserod.
Previous wording
Our Niclosamide programs leveraged proprietary oral and topical formulations to address multiple GI conditions, including inflammatory bowel diseases (“IBD”) indications. In 2022 we advanced four separate Phase 2 clinical programs of our Niclosamide formulations, including FW-COV for Severe Acute Respiratory Syndrome Coronavirus 2 (“COVID-19”) GI infections, FW-UP for ulcerative proctitis (“UP”) and ulcerative proctosigmoiditis (“UPS”), FW ICI AC for Immune Checkpoint Inhibitor associated colitis (“ICI AC”), and FW CD for Crohn’s disease. We are no longer actively pursuing these programs.
Current wording
Our Niclosamide programs previously involved proprietary oral and topical formulations for multiple gastrointestinal conditions, including inflammatory bowel disease indications. We are no longer actively pursuing these programs.
Previous wording
We received a letter on September 6, 2024 from the Listing Qualifications Staff of Nasdaq indicating that, based upon the closing bid price of our Common Stock for the last 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were provided 180 days, or until March 5, 2025, to regain compliance with the minimum bid price requirement.
Current wording
On September 6, 2024, the Company received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum bid price of $1.00 per share, because the closing bid price of the Company’s common stock had remained below $1.00 per share for 30 consecutive business days.
Previous wording
In March 2025, we announced that we entered into a rescission agreement (the “Rescission Agreement”), by and among the Company, IMGX and the former shareholders of IMGX (the “IMGX Shareholders”).
Current wording
In March 2025, the Company entered into a rescission agreement with ImmunogenX, LLC (“IMGX”) and the former shareholders of IMGX to unwind the Company’s March 2024 acquisition of IMGX. The rescission transaction was completed on December 31, 2025.
Previous wording
To date, we have not generated any revenues and have experienced net losses and negative cash flows from our activities.
Current wording
To date, we have generated limited revenues and have experienced net losses and negative cash flows from our activities.
Previous wording
We have funded our operations to date primarily through the issuance of debt, convertible debt securities, preferred stock, as well as the issuance of Common Stock in various public offerings and private placement transactions. We expect to incur substantial expenditures in the foreseeable future for the development of Adrulipase. We will require additional financing to develop our product candidate, run clinical trials, prepare regulatory filings and obtain regulatory approvals, fund operating losses, and, if deemed appropriate, establish manufacturing, sales and marketing capabilities. Our current financial condition raises substantial doubt about our ability to continue as a going concern. Our failure to raise capital as and when needed would have a material adverse impact on our financial condition, our ability to meet our obligations, and our ability to pursue our business strategies. We will seek funds through additional equity and/or debt financings, collaborative or other arrangements with corporate sources, or through other sources of financing.
Current wording
We expect to incur expenditures in the foreseeable future related to the operation and development of the Grid AI and AMPX business, maintenance of our public company infrastructure, professional fees, financing costs, debt service, and, subject to available capital, development activities related to Adrulipase. Our failure to raise capital as and when needed would have a material adverse impact on our financial condition, our ability to meet obligations, and our ability to pursue our business strategies.
Previous wording
General and administrative expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation, related to our executive, finance, business development and support functions, legal fees relating to both intellectual property and corporate matters, insurance, costs associated with operating as a public company, including corporate communications and investor relations expense, information technology, professional fees for accounting, auditing and other professional services, and facility-related costs.
Current wording
General and administrative expenses consist primarily of personnel-related expenses, including salaries, benefits and stock-based compensation, related to executive, finance, business development, legal, compliance and other administrative functions. General and administrative expenses also include legal fees relating to corporate, transactional, governance and intellectual property matters, insurance, information technology costs, professional fees for accounting, auditing, tax and other advisory services, public company costs, including corporate communications and investor relations expenses, and facility-related costs.
Previous wording
Consolidated Results of Operations for the Three Months Ended September 30, 2025 and 2024
Current wording
Condensed Consolidated Results of Operations for the Three Months Ended March 31, 2026 and 2025
Previous wording
We have not yet achieved revenue-generating status from any of our product candidates. Since inception, we have devoted substantially all of our time and efforts to acquiring and developing our product candidates, including Adrulipase, Niclosamide, Capeserod and Latiglutenase. As a result, we did not have any revenue during the three months ended September 30, 2025 and 2024, respectively.
Current wording
Historically, we did not generate revenue from the sale of approved biopharmaceutical products and devoted substantially all of our time and efforts to acquiring and developing our product candidates, including Adrulipase, Niclosamide, Capeserod and Latiglutenase.
Previous wording
General and administrative expenses for the nine months ended September 30, 2025 totaled approximately $2.4 million, a decrease of approximately $11.2 million, or 83% over the approximately $13.5 million recorded for the nine months ended September 30, 2024.
Current wording
General and administrative expenses for the three months ended March 31, 2026 totaled approximately $2.4 million, an increase of approximately $1.6 million, or 194%, compared to approximately $0.8 million recorded for the three months ended March 31, 2025.
Previous wording
As a result of the factors above, our net loss for the three months ended September 30, 2025 totaled approximately $1.2 million, a decrease of approximately $1.4 million, or 54%, over the net loss of approximately $2.6 million recorded for the three months ended September 30, 2024.
Current wording
As a result of the factors above, our net loss for the three months ended March 31, 2026 totaled approximately $3.4 million, an increase of approximately $2.2 million, or 173%, compared to a net loss of approximately $1.3 million for the three months ended March 31, 2025.
Previous wording
Cash Flows for the nine months Ended September 30, 2025 and 2024
Current wording
Cash Flows for the three months Ended March 31, 2026 and 2025
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2025 was approximately $1.7 million, primarily attributable to our net loss of approximately $3.4 million. This was partially offset by a net increase in other assets and liabilities of approximately $0.8 million, an increase in accounts payable of approximately $0.5 million, and the loss on termination of lease of approximately $0.1 million. These offsets were partially reduced by increases in accrued expenses of approximately $0.2 million and deposits of approximately $0.1 million.
Current wording
Net cash used in operating activities for the three months ended March 31, 2025 was approximately $0.8 million, primarily attributable to our net loss of approximately $1.3 million. This was partially offset by a net increase in other assets and liabilities of approximately $0.4 million and the impairment of right-of-use assets of $0.1 million. These offsets were partially reduced by a decrease in accounts payable of approximately $0.1 million, and an increase in prepaid expenses of approximately $0.1 million.
Previous wording
There was $336,427 cash provided by investing activities as a result of the Grid AI acquisition during the nine months ended September 30, 2025 and $0 in 2024.
Current wording
There was no cash provided by investing activities during the three months ended March 31, 2025 and March 31, 2026
Previous wording
Net cash provided by financing activities of approximately $3.7 million for the nine months ended September 30, 2025 was due to net proceeds of approximately $0.7 million from the draw from the revolver loan and approximately $3.0 million from proceeds from pre-funded warrants.
Current wording
Net cash provided by financing activities of approximately $0.7 million for the three months ended March 31, 2025 was due to net proceeds of approximately $0.7 million from the draw from the revolver loan.
Previous wording
Our accounting policies are essential to understanding and interpreting the financial results reported on the consolidated financial statements. The significant accounting policies used in the preparation of our consolidated financial statements are summarized in Note 2 to the consolidated financial statements and notes thereto found in our Annual Report on Form 10-K/A for the year ended December 31, 2024. Certain of those policies are considered to be particularly important to the presentation of our financial results because they require us to make difficult, complex or subjective judgments, often as a result of matters that are inherently uncertain.
Current wording
Our accounting policies are essential to understanding and interpreting the financial results reported on the condensed consolidated financial statements. The significant accounting policies used in the preparation of our condensed consolidated financial statements are summarized in Note 2 to the condensed consolidated financial statements and notes thereto found in our Annual Report on Form 10-K for the year ended December 31, 2025. Certain of those policies are considered to be particularly important to the presentation of our financial results because they require us to make difficult, complex or subjective judgments, often as a result of matters that are inherently uncertain.
Previous wording
During the three months ended September 30, 2025, there were no material changes to matters discussed under the heading “Critical Accounting Policies and Significant Judgments and Estimates” in Part II, Item 7 of the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2024.
Current wording
During the three months ended March 31, 2026, there were no material changes to matters discussed under the heading “Critical Accounting Policies and Significant Judgments and Estimates” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The following table summarizes our consolidated results of operations for the periods indicated: