GridAI Technologies Corp.

On March 17, 2025, Ellenoff Grossman & Schole LLP (“EGS”) initiated an action against the Company by filing a summons and complaint in the Supreme Court of the State of New York, New York County. The complaint alleges that the Company owes to EGS $749,301.00 in fees for legal services EGS allegedly provided to the Company between September 2023 to January 2025, which amounts had been previously accrued within accounts payable in the company’s financial statements as of December 31, 2025 and March 31, 2026, a period of time prior to the appointment of certain new directors to the Board and of Mr. Paolone as Interim Chief Executive Officer. EGS’s lawsuit alleges breach of contract, account stated, and quantum meruit claims. On May 12, 2026, Ellenoff Grossman & Schole LLP and GridAI Technologies Corp. entered into a Settlement Agreement and General Release to resolve the action filed by EGS in the Supreme Court of the State of New York, New York County, relating to alleged unpaid legal fees. Under the terms of the settlement, the Company agreed to pay EGS a total of $360,000, consisting of an initial payment of $100,000, which has been paid, and the remaining balance in three equal installment payments over a one-year period. Upon receipt of the initial payment, EGS agreed to dismiss the action with prejudice. The settlement agreement includes mutual releases of claims related to the dispute and contains customary confidentiality, non-disparagement, and default provisions. The Company expressly denied any admission of liability in connection with the settlement.