GridAI Technologies Corp.

In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly our financial position, results of operations, and cash flows for the interim periods presented. We have consolidated such financial statements in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Therefore, such financial statements do not include all disclosures required by accounting principles generally accepted in the United States of America. In preparing these unaudited condensed consolidated financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date the unaudited condensed consolidated financial statements were issued by filing with the SEC.

These financial statements should be read in conjunction with our audited financial statements for the year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on May 1, 2026.

The results of operations for the six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026.

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Condensed Consolidated Balance Sheets (unaudited)

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Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited)

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Condensed Consolidated Statements of Mezzanine Equity and Changes in Stockholders’ Equity (Deficit) (unaudited)

For the Three Months Ended June 30, 2026

For the Three Months Ended June 30, 2025

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For the Six Months Ended June 30, 2026

For the Six Months Ended June 30, 2025

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Condensed Consolidated Statements of Cash Flows (unaudited)

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Notes to Unaudited Condensed Consolidated Financial Statements

As of June 30, 2026 and December 31, 2025, and for the Three and Six Months Ended June 30, 2026 and 2025

Note 1 - The Company and Basis of Presentation

The Company

GridAI Technologies Corp. (formerly Entero Therapeutics, Inc.) (the “Company”) and its wholly-owned subsidiary, GridAI Corp., are collectively referred to as the “Company.” Historically, the Company focused on 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 May 2024, the Company previously changed its name from First Wave Biopharma, Inc. to Entero Therapeutics, Inc. The Company’s historical development pipeline consisted of gut-restricted GI clinical drug candidates, including the biologic Adrulipase (formerly MS1819), a recombinant lipase enzyme designed to enable the digestion of fats and other nutrients. The Company is evaluating strategic alternatives related to its historical gastrointestinal therapeutic assets while continuing development activities related to Adrulipase.

The Company terminated its license agreement with Sanofi on February 26, 2025, and no further payments have been made related to its Capeserod program, a selective 5-HT4 receptor partial agonist. The Company is also exploring strategic alternatives for its Niclosamide program, an oral small molecule with antiviral and anti-inflammatory properties.

On September 30, 2025, the Company completed a share exchange transaction with GridAI Corp., a Nevada corporation (“GridAI”), and the stockholders of GridAI (the “Sellers”), pursuant to which GridAI became a wholly-owned subsidiary of the Company (the “GridAI Acquisition”). Following the GridAI Acquisition, the Company expanded its operations to include an artificial intelligence-driven energy technology platform focused on distributed energy resource optimization and grid-edge applications. In connection with the GridAI Acquisition, the Company subsequently changed its corporate name from Entero Therapeutics, Inc. to GridAI Technologies Corp. on October 1, 2025.

Pursuant to the Share Exchange Agreement, the Company acquired all of the issued and outstanding shares of GridAI in exchange for (i) an aggregate of 424,348 shares of the Company’s common stock, representing 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 Series H Non-Voting Convertible Preferred Stock is convertible into an aggregate of 38,801,546 shares of the Company’s common stock, subject to stockholder approval and certain conditions and adjustments as set forth in the Certificate of Designation.

See Note 3 – Business Combination – GridAI Acquisition for additional information regarding the transaction.

As of December 31, 2025, the Company’s consolidated subsidiaries include First Wave Bio, Inc., GridAI Corp., AMPX UK Holdings, and AMPX Limited. AMPX UK Holdings is a majority-owned subsidiary of the Company and is the parent of AMPX Limited. These entities are included in the Company’s condensed consolidated financial statements.

The Company is also 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.

Risks and Uncertainties

The Company records intellectual property acquired in business acquisitions that has not reached technological feasibility and which has no alternative future use as In-Process Research and Development (“IPR&D”) at the acquisition date. On March 13, 2024, the Company entered into an acquisition agreement with ImmunogenX, LLC (“IMGX”) which included intellectual property and patents for Latiglutenase and CypCel, which was accounted for as a business acquisition (see Note 3 and Note 4). The IMGX transaction was subsequently rescinded on December 31, 2025, and the Company no longer holds the related intellectual property or patents.

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As of June 30, 2026, the Company’s intangible assets primarily relate to technologies and intellectual property acquired in connection with the GridAI transaction. Intangible assets related to IPR&D are considered indefinite-lived intangible assets until the completion or abandonment of the associated research and development efforts and are assessed for impairment annually or more frequently if impairment indicators exist. If the associated research and development effort is abandoned, the related assets will be written off, and the Company will record a noncash impairment loss in its Consolidated Statements of Operations. For those technologies that reach commercialization, the related intangible assets will be amortized over their estimated useful lives.

For tax purposes, intangible assets related to IPR&D are considered indefinite-lived intangible assets.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

As of June 30, 2026, the Company had cash and cash equivalents of approximately $1.4 million, a working capital deficit of approximately $11.8 million, and an accumulated deficit of approximately $224.9 million.

The Company has been, and is expected to continue, exploring various potential strategies available including but not limited to raising capital, restructuring its indebtedness and identifying and evaluating potential strategic alternatives but there can be no assurance that these efforts will be successful, that the Company will be able to raise necessary capital on acceptable terms, reach agreement with lenders, or that the strategic review process will result in the Company pursuing any transaction or that any transaction, if pursued, will be completed on attractive terms or at all. The Company is evaluating all potential strategic options, including a merger, reverse merger, sale, wind-down, liquidation and dissolution or other strategic transaction. Additionally, there can be no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased stakeholder value or that it will make any cash distributions to stockholders. Any failure in these efforts could force the Company to delay, limit or terminate operations, make reductions in its workforce, discontinue research and development programs, liquidate all or a portion of assets or pursue other strategic alternatives, and/or seek protection under the provisions of the U.S. Bankruptcy Code.

Without adequate working capital, the Company may not be able to meet its obligations and continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern one year from the date these financial statements are issued. If the Company is not able to obtain necessary capital, it may be required to terminate operations, liquidate all or a portion of assets and/or seek bankruptcy protection. As a result, the Company concluded that its plans at this stage do not alleviate substantial doubt about the ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and include the accounts of Grid AI and its wholly owned subsidiaries and First Wave Biopharma, Inc. Intercompany transactions and balances have been eliminated upon consolidation. In the opinion of our management, the accompanying unaudited condensed consolidated financial statements of Grid AI, and it’s subsidiaries, included herein have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X under the Securities Act. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Filed with SEC on May 1, 2026. The consolidated Balance Sheet as of December 31, 2025 was derived from the audited financial statements included in Company’s Annual Report on Form 10-K

The interim results for the six months ended June 30, 2026 are not necessarily indicative of the results expected for the fiscal year.

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Note 2 - Significant Accounting Policies and Recent Accounting Pronouncements

Use of Estimates

The accompanying unaudited condensed consolidated financial statements are prepared in conformity with GAAP and include certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements (including goodwill), and the reported amounts of revenue and expense during the reporting period, including contingencies. Accordingly, actual results may differ from those estimates.

Segment Information

The Company operates throughtwo operating segments: (i) its legacy biopharmaceutical business focused on the research and development of gastrointestinal therapeutic candidates, and (ii) its GridAI business, which focuses on the development and commercialization of artificial intelligence-driven energy optimization platforms and technologies.

The Chief Executive Officer (“CEO”), as the Company’s chief operating decision maker, reviews financial information and allocates resources between these two operating segments based on their respective business activities, strategic priorities, and capital requirements. This approach enables the CEO to assess the performance of each segment and make decisions regarding resource allocation and strategic direction.

Reverse Stock Split

On August 18, 2025, the Company effected a reverse stock split, whereby every three shares of the Company’s issued and outstanding common stock was converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share.

All share and per share amounts have been retroactively restated to reflect the reverse stock split referenced above.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less from date of purchase to be cash equivalents. A portion of the Company’s cash and cash equivalents is held by foreign subsidiaries and is denominated in foreign currencies, including British Pound Sterling, Czech Koruna and Australian Dollar.

Concentrations of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist of cash. The Company primarily maintains its cash balances with financial institutions in federally insured accounts in the U.S. In addition, the Company maintains cash balances in foreign financial institutions in jurisdictions in which it operates, including the United Kingdom and the Czech Republic. The Company may from time to time have cash in banks in excess of FDIC insurance limits. Cash held outside the United States may not be subject to U.S. federal deposit insurance and may be subject to foreign exchange risk and local regulatory restrictions. The Company has not experienced any losses to date resulting from this practice. The Company mitigates its risk by maintaining the majority of its cash and equivalents with high quality financial institutions.

Equity-Based Payments to Non-Employees

Equity-based payments to non-employees are measured at fair value on the grant date per ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting.

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Fair Value Measurements

The Company follows Accounting Standards Codification (“ASC”) Topic 820-10, Fair Value Measurements and Disclosures (“ASC 820”), which among other things, defines fair value, establishes a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability.

As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions, which reflect those that a market participant would use.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument.

The Company recognizes transfers between levels as if the transfers occurred on the last day of the reporting period.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price of the acquired business over the fair value of amounts assigned to assets acquired and liabilities assumed. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if events or circumstances indicate impairment may be present. Any excess in carrying value over the estimated fair value is charged to results of operations. During the three and six months ended June 30, 2026, the Company performed a quantitative goodwill impairment assessment and recognized a goodwill impairment charge of approximately $0 and $10.1 million, respectively. No goodwill impairment charge was recognized during the three or six months ended June 30, 2025. See Note 7.

Digital Assets

The Company is evaluating the planned acceptance of stable-coins as a form of consideration in future transactions. Under U.S. GAAP, digital assets similar to stable-coins are potentially classified within the scope of ASU 2023-08 (ASC 350-60, Crypto Assets) and would be measured at fair value with changes recognized in earnings. Digital assets that do not meet the scope criteria would continue to be accounted for as indefinite-lived intangible assets under ASC 350 and measured at cost, less impairment. The Company is currently assessing the appropriate classification and measurement for any such digital assets based on their specific characteristics. As of June 30, 2026, the Company didnot hold any stable-coins or other in-scope crypto assets.

Impairment of Long-Lived Assets

The Company periodically evaluates its long-lived assets for potential impairment in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360”). Potential impairment is assessed when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. The recoverability of these assets is assessed based on undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends and product development cycles. If impairments are identified, assets are written down to their estimated fair value. The Company has not recognized any impairment charges through June 30, 2026.

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Income Taxes

Income taxes are recorded in accordance with ASC 740, Accounting for Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The Company determines its deferred tax assets and liabilities based on differences between financial reporting and tax bases of assets and liabilities, which are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company operates in foreign jurisdictions, primarily in the United Kingdom, through its AMPX subsidiaries. The Company accounts for income taxes in these jurisdictions in accordance with ASC 740, including the recognition of deferred tax assets and liabilities based on local tax laws and enacted rates. Deferred tax liabilities arising from taxable temporary differences in foreign jurisdictions are evaluated in conjunction with available net operating loss carryforwards and other tax attributes. In certain foreign jurisdictions, net operating loss carryforwards are available to offset deferred tax liabilities, and accordingly, no valuation allowance has been recorded where such offsets are expected to be realized.

The Company accounts for uncertain tax positions in accordance with ASC 740. When uncertain tax positions exist, the Company recognizes a tax benefit only to the extent that the position is more likely than not to be sustained based on its technical merits and the available facts and circumstances. As of June 30, 2026 and December 31, 2025, the Company did not have any significant uncertain tax positions.

Leases

Leases are recorded on the balance sheet as right of use assets and lease obligations. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a term of 12 months or less at inception are expensed monthly over the lease term. The lease term is determined by assuming the exercise of renewal options that are reasonably certain. The implicit interest rate or the incremental borrowing rate is used in determining the present value of future payments.

Loss Per Share

Basic loss or earnings per share (“EPS”) is computed by dividing the loss attributable to common shareholders by the weighted average number of shares of Common Stock outstanding. Diluted EPS reflects the potential dilution that could occur from shares of Common Stock issuable through the exercise or conversion of stock options, restricted stock awards, warrants and convertible securities. In certain circumstances, the conversion of options is excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.

The dilutive effect of stock options and warrants is determined using the treasury stock method. Stock options, warrants, pre-funded warrants and other potentially dilutive securities were not included in the computation of diluted earnings per share for the periods presented because the Company incurred losses and their effect would have been anti-dilutive. See Note 19.

Research and Development

The Company records intellectual property acquired in business acquisitions that has not reached technological feasibility and which has no alternative future use, as In-Process R&D (“IPR&D”) at the acquisition date. On March 13, 2024, the Company entered into an acquisition agreement with IMGX which included the intellectual property and patents for Latiglutenase and CypCel, which was accounted for as a business acquisition (see Note 3 and Note 4). Subsequent to the acquisition, the Company rescinded the IMGX transaction, which was completed on December 31, 2025. As a result, the Company no longer holds the related intellectual property or patents and derecognized associated assets of approximately $63.4 million.

Intangible assets related to IPR&D are considered definite-lived intangible assets and are assessed for impairment annually or more frequently if impairment indicators exist. If the associated research and development effort is abandoned, the related assets will be written-off, and the Company will record a noncash impairment loss on its Condensed Consolidated Statements of Operations. For those compounds that reach commercialization, the IPR&D assets will be amortized over their estimated useful lives. The impairment test for indefinite-lived intangible assets is a one-step test that compares the fair value of the intangible asset to its carrying value. If the carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to the excess.

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Following the acquisition of Grid AI Corp. on September 30, 2025, the Company’s research and development activities also include technology and platform development related to energy optimization and digital infrastructure solutions. Costs associated with these activities, primarily consisting of professional fees and personnel-related expenses, are expensed as incurred. During the quarter ended June 30, 2026, certain of these costs were classified within research and development expense, while other costs continued to be classified within operating expenses based on their nature.

For tax purposes, intangible assets related to IPR&D are considered indefinite-lived intangible assets.

Stock-Based Compensation

The Company’s board of directors (the “Board”) and stockholders have adopted and approved the Amended and Restated 2014 Omnibus Equity Incentive Plan (the “2014 Plan”) which took effect on May 12, 2014, and the 2020 Omnibus Equity Incentive Plan, which took effect on September 11, 2020 (the “2020 Plan”). From the effective date of the 2020 Plan, no new awards have been or will be made under the 2014 Plan. The Company accounts for its stock-based compensation awards to employees, consultants, and Board members in accordance with ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, consultants, and Board members, including grants of employee stock options, to be recognized in the statements of operations by measuring the fair value of the award on the date of grant and recognizing this fair value as stock-based compensation using a straight-line method over the requisite service period, generally the vesting period.

For awards with performance conditions that affect their vesting, such as the occurrence of certain transactions or the achievement of certain operating or financial milestones, recognition of fair value of the award occurs when vesting becomes probable.

The Company estimates the grant date fair value of stock option awards using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock.

Assets Held for Sale and Discontinued Operations

Assets and liabilities are classified as held for sale when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the assets; (2) the assets are available for immediate sale, in their present condition, subject only to terms that are usual and customary for sales of such assets; (3) an active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated; (4) the sale of the assets is probable and is expected to be completed within one year; (5) the assets are being actively marketed for a price that is reasonable in relation to their current fair value; and (6) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. When all of these criteria have been met, the assets and liabilities are classified as held for sale in the condensed consolidated balance sheet. A newly acquired business in a business combination that has met the held for sale criteria should be measured at fair value less costs to sell. This is because the business has been recently acquired and its carrying value has been adjusted to its fair value. Depreciation and amortization of assets cease upon designation as held for sale.

Discontinued operations comprise activities that were disposed of, discontinued or held for sale at the end of the period, represent a separate major line of business that can be clearly distinguished for operational and financial reporting purposes, and represent a strategic business shift having a major effect on the Company’s operations and financial results according to ASC Topic 205, Presentation of Financial Statements.

As of June 30, 2026, the Company does not have any assets or liabilities classified as held for sale and has not presented any discontinued operations.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

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Energy generation revenue

Energy generation revenue is generated primarily from contracts with various non-affiliated parties under long-term power purchase agreements (“PPAs”) or feed-in tariffs. The Company recognizes energy revenue when persuasive evidence of an arrangement exists, and energy has been generated and transmitted to the grid. The price of energy is fixed or determinable and the collectability of the resulting receivable is reasonably assured.

Engineering, procurement & construction (“EPC”) revenue

The Company recognizes revenue for sale of EPC and development services over time based on the estimated progress to completion using a cost-based input method. In applying cost-based input methods of revenue recognition, the Company uses the actual costs incurred relative to the total estimated costs to determine the Company’s progress towards contract completion and to calculate the corresponding amount of revenue and gross profit to recognize.

Cost-based input methods of revenue recognition are considered a faithful depiction of the Company’s efforts to satisfy EPC and development services contracts and, therefore, reflect the transfer of goods or services to a customer under such contracts. Costs incurred towards contract completion may include costs associated with direct materials, labor, subcontractors, and other indirect costs related to contract performance.

Management fee and other revenues

Operation and maintenance (“O&M”) services are transferred over time when customers receive and consume the benefits provided by the Company’s performance under the terms of service arrangements. Revenues from O&M services are recognized when the work completed to date does not require re-performances and the costs of O&M services are expensed when incurred.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for expected credit losses based on management’s assessment of collectability, historical experience, current conditions and reasonable and supportable forecasts in accordance with ASC 326, Financial Instruments - Credit Losses (“CECL”). As of June 30, 2026, December 31, 2025 and December 31, 2024, the Company did not record an allowance for credit losses. Accounts receivable balances were $79,578, $29,974 and $0 as of June 30, 2026, December 31, 2025 and December 31, 2024, respectively. Management evaluated the $79,578 balance at June 30, 2026 and determined thatno write-off or allowance was required.

Prepaid Expenses

Prepaid expenses include $250,000 paid to Aldersgate Capital Partners Ltd. on May 29, 2026 under a 12-month capital markets advisory engagement. The amount is being recognized over the contractual service period and is not a placement or finder’s fee related to the May 2026 private placements.

Notes Payable and Warrants

The Company accounts for notes payable in accordance with applicable guidance under ASC 470, Debt. Notes payable are initially recorded at their principal amount, net of any discounts, and are subsequently measured at amortized cost using the effective interest method.

In connection with certain financing arrangements, the Company has issued warrants to purchase its common stock. The Company evaluates such warrants to determine whether they should be classified as equity or as a liability in accordance with ASC 480 and ASC 815. Warrants that meet the criteria for equity classification are recorded in additional paid-in capital, while warrants that require liability classification are recorded at fair value with changes in fair value recognized in earnings.

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Foreign Currency

The Company’s functional currency is the U.S. dollar. For foreign subsidiaries, the functional currency is generally the local currency. The Company operates through subsidiaries in multiple jurisdictions, including the United Kingdom, Czech Republic, and Australia, whose functional currencies are primarily the British Pound Sterling, Czech Koruna, and Australian Dollar, respectively. Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at the balance sheet date, while income and expense accounts are translated at average exchange rates during the period. Resulting translation adjustments are recorded in accumulated other comprehensive income (loss), a component of stockholders’ equity.

Foreign currency transaction gains and losses are recognized in the condensed consolidated statements of operations as incurred and are included within Other income (expense), net. Transactions denominated in currencies other than the functional currency are recorded at the exchange rate in effect at the date of the transaction, and monetary assets and liabilities are remeasured at exchange rates in effect at the reporting date, with resulting gains and losses recognized in earnings.

Recent Accounting Pronouncements

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). ASU 2025-04 revises the definition of “performance condition” for share-based consideration payable to a customer, removes the policy election to account for forfeitures as they occur for awards with service conditions, and clarifies that ASC 606 variable consideration guidance does not apply to such awards. This guidance is effective for the Company beginning in the first quarter of 2027, with early adoption permitted, and may be applied on a modified retrospective or retrospective basis. The Company does not currently issue share-based consideration to customers and does not expect the adoption of ASU 2025-04 to have a material impact, but will continue to monitor for applicability.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) (“ASU 2025-03”), which clarifies the requirements for determining the accounting acquirer in the acquisition of a variable interest entity. ASU 2025-03 is effective beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this update require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of ASU 2025-03, however, does not expect it to have a material impact on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU requires additional disclosures of specified expense categories, qualitative descriptions of remaining amounts in expense captions, and disclosure of selling expenses and the Company’s definition thereof. This guidance is effective for the Company beginning with the 2027 annual report, with early adoption permitted. The Company is evaluating its reporting processes to ensure compliance with the new disclosure requirements.

Management has reviewed the above standards and, based on the Company’s current operations and transactions, does not expect their adoption to have a material impact on the Company’s condensed consolidated financial statements.

The Company has evaluated other recently issued accounting pronouncements and has concluded that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.

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Note 3 – Business Acquisitions

IMGX Acquisition

On March 13, 2024, the Company acquired ImmunogenX, Inc. (“IMGX”) pursuant to an Agreement and Plan of Merger. The transaction was accounted for as a business combination under ASC 805, with the Company identified as the accounting acquirer.

On December 31, 2025, the Company completed the rescission of the IMGX transaction pursuant to a Rescission Agreement, as amended. As a result of the rescission, the Company no longer holds the assets and liabilities associated with IMGX, and IMGX is no longer a subsidiary of the Company. The Company also cancelled substantially all of the equity consideration previously issued in connection with the IMGX acquisition, including the applicable shares of common stock, Series G Preferred Stock, assumed options and assumed warrants.

As of June 30, 2026, the Company had no assets or liabilities classified as held for sale related to IMGX. See Note 4 - Discontinued Operations and Assets Held for Sale.

Acquisition of Grid AI Corp.

On September 30, 2025, the Company completed the acquisition of Grid AI Corp. (“Grid AI”), a Nevada corporation, pursuant to a Share Exchange Agreement dated September 30, 2025, by and among the Company and the shareholders of Grid AI. Under the terms of the agreement, the shareholders of Grid AI transferred all of the issued and outstanding shares of Grid AI to the Company in exchange for equity interests of the Company.

The acquisition of Grid AI was undertaken to expand the Company’s operations into AI-driven energy optimization, distributed energy resource management, battery storage and energy orchestration solutions.

At closing, the Company issued to the sellers 424,348 shares of common stock and 38,801.546 shares of Series H Non-Voting Convertible Preferred Stock. The Series H Preferred Stock is convertible into an aggregate of not less than 38,801,546 shares of common stock, subject to stockholder approval, achievement of specified milestones and other conditions and adjustments set forth in the applicable certificate of designation.

The combined fair value of the equity consideration issued to the sellers was estimated at approximately $27.1 million, consisting of approximately $2.1 million attributable to the common stock issued and approximately $25.0 million attributable to the Series H Preferred Stock. The Company also recognized a non-controlling interest of approximately $5.3 million, representing the estimated fair value of the 25% ownership interest in AMPX UK Holdings not owned directly or indirectly by the Company. No cash consideration was paid.

Transaction costs related to the acquisition were not material and were expensed as incurred.

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Purchase Price Allocation

The transaction was accounted for under the acquisition method of accounting in accordance with ASC 805. The preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:

The purchase price allocation remains preliminary and subject to adjustment during the measurement period, which extends through September 30, 2026. During the measurement period, the Company may record adjustments to the provisional amounts recognized for assets acquired and liabilities assumed based on additional information obtained about facts and circumstances that existed as of the acquisition date. No measurement period adjustments were recorded during the six months ended June 30, 2026.

The excess of the fair value of the consideration transferred over the fair value of the identifiable net assets acquired was recorded as goodwill of approximately $22.4 million. The goodwill recognized is primarily attributable to expected synergies from integrating Grid AI’s operations with the Company’s existing platform, including anticipated growth in AI-driven energy optimization solutions, expansion into new markets, workforce expertise, and assembled workforce, which do not qualify for separate recognition as intangible assets. None of the goodwill is expected to be deductible for tax purposes.

All intangible assets acquired are subject to amortization and their associated estimated acquisition date fair values are as follows:

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Note 4 – Discontinued Operations, Assets Held for Sale

The Company previously completed a merger with ImmunogenX, LLC (“IMGX”) and, during the year ended December 31, 2024, initiated a plan to dispose of certain IMGX assets and liabilities. As a result, such assets and liabilities were classified as held for sale and the results of IMGX were presented as discontinued operations.

On December 31, 2025, the Company completed the rescission of the IMGX transaction pursuant to a Rescission Agreement, as amended. As a result of the rescission, the Company no longer holds the assets and liabilities associated with IMGX, IMGX is no longer a subsidiary of the Company, and the Company no longer classifies any IMGX-related amounts as held for sale.

As of June 30, 2026, the Company had no assets or liabilities classified as held for sale and had no discontinued operations related to IMGX.

The following table summarizes the Company’s loss from discontinued operations:

As of June 30, 2026, the Company had no assets or liabilities classified as held for sale. Assets and liabilities held for sale as of June 30, 2025 were as follows:

As of December 31, 2025, the Company completed the rescission of the IMGX transaction and derecognized the related assets and liabilities previously classified as held for sale.

Note 5 - Fair Value Disclosures

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value. The carrying value of the deferred consideration and note payable approximates their fair value as of June 30, 2026.

At June 30, 2026 and December 31, 2025, the Company had no other assets or liabilities that are subject to fair value methodology and estimation in accordance with U.S. GAAP.

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Note 6 – Property, Equipment and Leasehold Improvements

Property, equipment and leasehold improvements consisted of the following:

Depreciation expense was $0 and $0 for the six months ended June 30, 2026 and 2025, respectively.

Note 7 – Goodwill

Goodwill is as follows:

The goodwill recognized in connection with the Grid AI acquisition is primarily attributable to expected synergies from integrating Grid AI’s operations with the Company’s existing platform, including anticipated growth in AI-driven energy optimization solutions, expansion into new markets, and assembled workforce.

The Company’s goodwill is associated with its acquisition of Grid AI Corp. During the six months ended June 30, 2026, the Company identified a triggering event as actual operating performance and updated near-term financial projections were significantly below the projections established at the acquisition date, primarily due to delays in commercialization and customer contract execution. As a result, the Company performed a quantitative goodwill impairment assessment and recognized a goodwill impairment charge of approximately $10.1 million as of June 30, 2026.

The impairment primarily reflects a delay in the timing of projected revenue and cash flows, rather than a fundamental change in the expected long-term performance of the Grid AI business. Although the anticipated revenue and profitability ramp-up has been deferred, management continues to believe that the long-term revenue levels and commercial potential contemplated in the original projections remain achievable.

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Note 8 – Intangible Assets

The following identifiable intangible assets were recognized as part of the Grid AI acquisition and are not classified as held for sale. These assets are amortized on a straight-line basis over their estimated useful lives:

Amortization expense related to intangible assets was approximately $1.1 million for the six months ended June 30, 2026. No impairment of the Company’s finite-lived intangible assets was recognized as of June 30, 2026.

Note 9 - Accrued Expenses

Accrued expenses consisted of the following:

Note 10 – Capital Stock

The Company’s certificate of incorporation, as amended and restated, authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

On August 18, 2025, the Company effected a reverse stock split, whereby every three shares of the Company’s issued and outstanding common stock were converted automatically into one issued and outstanding share of common stock, without any change in the number of authorized shares of common stock or the par value per share.

All share and per share amounts have been retroactively restated to reflect the reverse stock split referenced above.

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Common Stock

The Company had 6,913,198 and 4,224,146 shares of common stock issued and outstanding at June 30, 2026 and December 31, 2025, respectively.

Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of the stockholders. The Company’s certificate of incorporation and amended and restated bylaws do not provide for cumulative voting rights.

The holders of common stock are entitled to receive dividends, if any, as may be declared by the Board out of legally available funds. Upon liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in all assets legally available for distribution after payment of liabilities and satisfaction of any preferential rights of outstanding preferred stock.

Holders of common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock that the Company may designate and issue.

Common Stock Payable

As of June 30, 2026, common stock payable of $202,900 related to LMC Communications Inc. under a consulting arrangement. Subsequent to June 30, 2026, the Company issued 50,000 shares of common stock to LMC Communications Inc. in settlement of this obligation, as further disclosed in Note 22.

Preferred Stock

The Board of Directors is authorized to divide the preferred stock into any number of series, fix the designation and number of shares of each series, and determine or change the designation, relative rights, preferences and limitations of any series of preferred stock.

Series B Preferred Stock

On July 16, 2020, the Company designated approximately 5,194.81 shares as Series B Preferred Stock. As of June 30, 2026 and December 31, 2025,475.56 shares of Series B Preferred Stock were issued and outstanding. Each share of Series B Preferred Stock has a liquidation preference equal to its stated value of $7,700 per share, plus any accrued and unpaid dividends.

As of June 30, 2026 and December 31, 2025, the Company had accrued dividends payable related to the Series B Preferred Stock of approximately $1.8 million and $1.6 million, respectively, which are included in accrued dividend payable on the condensed consolidated balance sheets.

Series C Preferred Stock

On January 5, 2021, the Company designated 75,000 shares as Series C Preferred Stock. As of June 30, 2026 and December 31, 2025, no shares of Series C Preferred Stock were issued and outstanding.

Series D Preferred Stock

On July 15, 2022, the Company designated 150 shares as Series D Preferred Stock. As of June 30, 2026 and December 31, 2025, no shares of Series D Preferred Stock were issued and outstanding.

Series E Preferred Stock

On July 15, 2022, the Company designated 150 shares as Series E Preferred Stock. As of June 30, 2026 and December 31, 2025, no shares of Series E Preferred Stock were issued and outstanding.

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Series F Preferred Stock

On November 28, 2022, the Company designated 7,000 shares as Series F Preferred Stock. As of June 30, 2026 and December 31, 2025, no shares of Series F Preferred Stock were issued and outstanding.

Series H Preferred Stock

On September 30, 2025, the Company designated 38,801.546 shares of Series H Non-Voting Convertible Preferred Stock. As of June 30, 2026 and December 31, 2025,38,801.546 shares of Series H Preferred Stock were issued and outstanding.

Each share of Series H Preferred Stock has a liquidation preference of $618.53 per share, resulting in an aggregate liquidation preference of approximately $24.0 million as of June 30, 2026.

The Series H Preferred Stock was issued to the shareholders of Grid AI Corp. as part of the consideration for the acquisition of Grid AI Corp. (See Note 3).

The Series H Preferred Stock is convertible into shares of the Company’s common stock, subject to stockholder approval, achievement of defined milestone events relating to the business of AMPX and certain beneficial ownership limitations. Following stockholder approval, each share is convertible at a stated conversion ratio, initially 1-for-1,000, subject to adjustment, and issuable in multiple tranches upon achievement of defined milestone events relating to the business of AMPX.

The Series H Preferred Stock does not have voting rights, except as required by law or as otherwise provided in the applicable Certificate of Designation, and is not redeemable.

As of and through June 30, 2026, no shares of Series H Preferred Stock had been converted into common stock.

Mezzanine Equity

Series G Preferred Stock

As of June 30, 2026 and December 31, 2025, the Company had 595.81 shares of Series G Convertible Preferred Stock issued and outstanding, representing a stated value of approximately $3.9 million.

On March 13, 2024, the Company issued 12,373.226 shares of Series G Convertible Preferred Stock in connection with the IMGX merger.

On December 31, 2025, the Company completed the rescission of the IMGX transaction pursuant to the Rescission Agreement, as amended. In connection with the rescission,11,777.416 shares of Series G Convertible Preferred Stock issued in connection with the IMGX merger were cancelled and returned to the Company.

Following stockholder approval, each share of Series G Preferred Stock is convertible into 1,000 shares of the Company’s common stock, subject to certain beneficial ownership limitations.

The Series G Preferred Stock is classified as mezzanine equity because the shares may become redeemable for cash at the option of the holder upon the occurrence of certain events outside the control of the Company.

Holders of Series G Preferred Stock are entitled to receive dividends on an as-if-converted basis consistent with dividends declared on shares of common stock.

August 2025 Reverse Stock Split

On August 18, 2025, the Company effected a reverse stock split of its issued and outstanding common stock at a ratio of 1-for-3. As a result of the reverse stock split, every three shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock, without any change to the par value per share or the number of authorized shares. The reverse stock

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split proportionately adjusted the number of shares underlying the Company’s outstanding warrants and pre-funded warrants, and the corresponding exercise prices of such warrants were adjusted in accordance with their terms.

September 2025 Registered Direct Offering

During September 2025, the Company completed a registered direct offering consisting of shares of common stock, pre-funded warrants and common warrants. The Company received gross proceeds of approximately $3.0 million, before placement agent fees and offering expenses.

Pre-Funded Warrant Exercises

During the three months ended June 30, 2026, holders exercised 105,000 pre-funded warrants to purchase shares of the Company’s common stock. Common warrant exercises during the three months ended June 30, 2026 resulted in cash proceeds of approximately $148,853. During the six months ended June 30, 2026, holders exercised 367,617 pre-funded warrants to purchase shares of the Company’s common stock. Common warrant exercises during the six months ended June 30, 2026 resulted in cash proceeds of approximately $555,320 and the settlement of outstanding promissory note obligations of approximately $701,780 through cancellation of such notes. The related issuances of common stock were recorded within stockholders’ equity.

Common Stock Issuances

During the three months ended June 30, 2026, warrants and pre-funded warrants to purchase an aggregate of 241,562 shares of common stock were exercised, including 105,000 pre-funded warrants. During the six months ended June 30, 2026, warrants and pre-funded warrants to purchase an aggregate of 1,670,680 shares of common stock were exercised. Of this amount,367,617 shares related to the exercise of pre-funded warrants.

During the three months ended June 30, 2026, the Company issued an aggregate of 250,000 shares of common stock in connection with the vesting of restricted stock units and equity compensation arrangements. During the six months ended June 30, 2026, the Company issued an aggregate of 660,000 shares of common stock in connection with the vesting of restricted stock units and equity compensation arrangements.

No shares of common stock were issued in exchange for services rendered during the three months ended June 30, 2026. During the six months ended June 30, 2026, the Company issued an aggregate of 45,000 shares of common stock in exchange for services rendered.

During the three months ended June 30, 2026, the Company issued an aggregate of 80,629 shares of common stock in settlement of accounts payable. During the six months ended June 30, 2026, the Company issued an aggregate of 80,629 shares of common stock in exchange for settlement of accounts payable.

During the three months ended June 30, 2026, the Company issued an aggregate of 71,482 shares of common stock in settlement of accrued interest under the revolving loan agreement. During the six months ended June 30, 2026, the Company issued an aggregate of 71,482 shares of common stock in settlement of accrued interest under the revolving loan agreement.

During the three months ended June 30, 2026, the Company issued an aggregate of 161,260 shares of common stock in connection with financing transactions. During the six months ended June 30, 2026, the Company issued an aggregate of 161,260 shares of common stock in connection with financing transactions.

No shares of common stock were issued in connection with the vesting of restricted stock units during the three months ended June 30, 2025. During the six months ended June 30, 2025, the Company issued an aggregate of 3,897 shares of common stock in connection with the vesting of restricted stock units. In addition, certain warrant exercises during the six months ended June 30, 2026 resulted in shareholder receivables of approximately $163,500 as of June 30, 2026, representing amounts due to the Company for shares issued in connection with warrant exercises that had not yet been settled in cash as of period end. Subscription receivables associated with the May 2026 private placements were approximately $4.2 million as of June 30, 2026 and were recorded as a reduction of stockholders’ equity.

The Company had 6,913,198 shares of common stock issued and outstanding as of June 30, 2026.

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Note 11 – Warrants

Warrant activity for the six months ended June 30, 2026 and 2025 was as follows:

During the six months ended June 30, 2026, the Company issued warrants to purchase an aggregate of 303,696 shares of common stock in connection with promissory note financing transactions. See Note 15 - Debt for additional information regarding the related promissory notes and debt discount.

The weighted-average grant date fair value of the warrants issued in connection with promissory note financing transactions during the six months ended June 30, 2026 was approximately $1.69 per warrant. No warrants were granted during the six months ended June 30, 2025.

The grant date fair values of the warrants issued during the six months ended June 30, 2026 were calculated using the Black-Scholes option pricing model with the following assumptions:

During the six months ended June 30, 2026, warrants and pre-funded warrants to purchase an aggregate of 1,670,680 shares of common stock were exercised, including 367,617 pre-funded warrants. No warrants were exercised during the six months ended June 30, 2025.

The outstanding warrants expire from 2026 through 2033.

Note 12 – Equity Incentive Plan

The Company’s Board of Directors and stockholders adopted and approved the Amended and Restated 2014 Omnibus Equity Incentive Plan (the “2014 Plan”), which became effective on May 12, 2014. The Company’s Board of Directors and stockholders also adopted and approved the 2020 Omnibus Equity Incentive Plan (the “2020 Plan”), which became effective on September 11, 2020. Following the adoption of the 2020 Plan, no new awards have been or will be granted under the 2014 Plan.

The 2020 Plan provides for the issuance of equity-based awards, including stock options and restricted stock units, to employees, directors and consultants. As of January 1, 2026, the number of shares of common stock available for issuance under the 2020 Plan automatically increased to 3,801,549 shares pursuant to the evergreen provision of the plan.

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The following table summarizes the Company’s stock option activity:

There wereno grants of stock options during the six months ended June 30, 2026 or 2025.

Restricted Stock Units

Restricted stock unit awards (“RSUs”) represent the right to receive shares of the Company’s common stock upon satisfaction of applicable vesting conditions under the Company’s 2020 Omnibus Equity Incentive Plan.

RSU activity for the six months ended June 30, 2026 was as follows:

During the six months ended June 30, 2026,660,000 RSUs vested. No additional RSUs were awarded during the period. As of June 30, 2026,500,000 RSUs remained non-vested, relating to the December 2025 grant to the Chief Executive Officer, with remaining quarterly vesting tranches scheduled for September 30 and December 31, 2026, subject to the terms of the award.

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Stock - Based Compensation Expense

The total stock-based compensation expense recognized in the condensed consolidated statements of operations was as follows:

Stock-based compensation and other equity compensation expense recognized during the six months ended June 30, 2026 included approximately $1.165 million related to RSU compensation and $159,750 related to common stock issued for services. The $227,730 of common stock issued in settlement of accounts payable was recorded as a non-cash settlement of an existing liability.

As of June 30, 2026, unrecognized compensation cost associated with future 2026 RSU vesting tranches was approximately $1.165 million, expected to be recognized over the remaining applicable vesting periods during 2026.

Note 13 – Agreements

License Agreement with Sanofi

On September 13, 2023, the Company entered into a License Agreement with Sanofi pursuant to which the Company obtained certain exclusive worldwide rights to develop and commercialize Capeserod for gastrointestinal indications.

Under the terms of the agreement, the Company paid Sanofi an upfront payment of $500,000 in October 2023. The agreement also included potential development, regulatory and commercial milestone payments, as well as royalty obligations based on future net sales.

The upfront payment was recorded as research and development expense during the year ended December 31, 2023.

On February 26, 2025, the Company provided notice of termination to Sanofi. The License Agreement was terminated effective February 2025 and no additional payments were due to Sanofi.

Note 14 – Leases

The Company previously leased office space consisting of approximately 3,472 square feet in Boca Raton, Florida, which served as its corporate headquarters. The lease was originally scheduled to expire on August 31, 2026.

During 2025, the Company ceased use of the leased premises and defaulted under the lease arrangement. In connection with the default, the Company fully impaired the related right-of-use (“ROU”) asset and continued to recognize the associated lease liability.

As of June 30, 2026, the Company had an operating lease liability of approximately $135,609.

The default was accounted for in accordance with ASC 842 and resulted in:

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As of June 30, 2026, the weighted-average remaining lease term and weighted-average discount rate under operating leases were as follows:

Future minimum lease payments under non-cancelable operating leases as of June 30, 2026 were as follows:

In connection with the lease default, the Company recognized:

The Company recognized a loss on lease termination of approximately $199,724, which was included in other expense during the year ended December 31, 2025.

Note 15 – Debt

The debt balances presented on the condensed consolidated balance sheets consist of deferred consideration of $6,250,000 and notes payable of $1,676,361 as of June 30, 2026. As of December 31, 2025, deferred consideration was $6,250,000 and notes payable were $2,027,184.

Deferred Consideration

In connection with the acquisition of Grid AI Corp., the Company recognized deferred consideration payable of $7,000,000 as part of the purchase consideration. During the year ended December 31, 2025, the Company made cash payments of $750,000 toward this obligation. As of June 30, 2026, the outstanding balance was $6,250,000. The deferred consideration is non-interest bearing and is expected to be settled through future cash payments or other negotiated arrangements in accordance with the terms of the acquisition agreement.

Notes Payable

Notes payable activity during the period ended June 30, 2026:

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All outstanding debt was classified as current as of June 30, 2026.

Revolving Line of Credit

Prior to settlement, the Company had drawn $700,000 under the facility. As of June 30, 2026, no amounts remained outstanding under the revolving loan facility following the May 14, 2026 settlement described below.

Promissory Note with Warrants

During the period from October 17, 2025 through December 26, 2025, the Company entered into financing arrangements that included promissory notes issued together with warrants to purchase shares of the Company’s common stock. The aggregate principal amount of the notes issued was $2,300,000. The warrants issued in connection with these arrangements were determined to have an aggregate fair value of approximately $1,040,851 at issuance, which was recorded as a debt discount. The notes do not bear stated interest and are accreted to their face value over the term of the instruments using the effective interest method.

During the three months ended June 30, 2026, the Company recognized amortization of debt discount of approximately $369,798. For the six months ended June 30, 2026, debt discount amortization was approximately $688,226. Warrants issued in connection with promissory note financing transactions during the six-month period resulted in approximately $336,270 of additional debt discount. After repayments, non-cash settlements and amortization of debt discounts, total notes payable were approximately $1.7 million as of June 30, 2026.

The promissory notes are unsecured and mature one year and one day from their respective issuance dates.

Note 16 - Related Party Transactions

The Company has related party transactions with AMP Solar Group Ltd. (“AMP Solar Group”), which holds a 25% non-controlling interest in AMP UK Holdings, a subsidiary of the Company. AMP Solar Group is part of the broader Amp Energy group of companies. Amp Z is an affiliated platform within the Amp Energy ecosystem and operates under common ownership and/or control with AMP Solar Group. As a result of this relationship, transactions between Grid AI Corp. and Amp Z are considered related party transactions. In connection with the acquisition of Grid AI Corp. on September 30, 2025, the Company assumed deferred consideration liabilities totaling $7.0 million. During the year ended December 31, 2025, the Company made payments totaling $750,000 related to this deferred consideration. As of June 30, 2026, the outstanding balance was $6.25 million. See Note 15.

A significant portion of the revenue and cash flow projections utilized in the goodwill impairment analysis related to the acquisition of Grid AI Corp., as described in Note 7, is anticipated to be generated from future commercial arrangements with Amp Z. As of June 30, 2026, the applicable commercial agreements with Amp Z had not been finalized. Accordingly, the timing and amount of revenues and cash flows associated with these arrangements are subject to uncertainty and depend, among other things, on the successful negotiation and execution of definitive agreements and subsequent commercialization.

The Company also has obligations to North York and Strategic EP LLC under arrangements predating the Grid AI acquisition. These obligations are non-interest bearing and are included within notes payable, rather than due to related parties, on the condensed consolidated balance sheets.

The Company has entered into consulting and service arrangements with certain members of management, including the Chief Executive Officer and Chief Financial Officer, either directly or through affiliated entities. Fees incurred under these arrangements are included in general and administrative expenses, and related unpaid amounts are included within due to related parties, as applicable. As of June 30, 2026, amounts due to related parties were $251,887.

The Company’s Chief Financial Officer is compensated only through an affiliated entity. The Chief Financial Officer’s consulting arrangement was previously with Skowron Accounting Professional Corporation and was subsequently transitioned to BPC Consulting Ltd. BPC Consulting Ltd. provides Chief Financial Officer and other consulting and accounting services to the Company.

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Consulting Agreement and Equity Compensation

On December 19, 2025, the Compensation Committee of the Board of Directors approved an Amended and Restated Consulting Agreement between the Company and Access Alternative Group S.A. (the “Consultant”), an entity affiliated with the Company’s Chief Executive Officer, pursuant to which the Consultant provides services to the Company, including services in connection with the duties of the Chief Executive Officer.

Under the terms of the Consulting Agreement, the Company agreed to pay the Consultant base compensation of $25,000 per month, retroactive to October 1, 2025, and a quarterly fee of $20,000 payable for each quarter in which the Company remains in compliance with Nasdaq listing requirements.

The Consultant is also eligible to receive certain additional compensation, including cash and equity-based compensation upon the achievement of specified milestones.

In connection with the Consulting Agreement, the Compensation Committee approved the grant of 1,000,000 restricted stock units (“RSUs”) under the Company’s 2020 Omnibus Equity Incentive Plan. The RSUs vest in equal quarterly installments during 2026, subject to the achievement of certain performance objectives, with accelerated vesting upon certain events, including a change in control or termination without cause.

Note 17- Commitments and Contingencies

Legal Matters

Ellenoff Grossman & Schole LLP

The Company was previously engaged in discussions with Ellenoff Grossman & Schole LLP (“EGS”) regarding certain outstanding legal fees and litigation initiated by EGS against the Company relating to unpaid legal fees. On May 12, 2026, the Company entered into a Settlement Agreement and General Releases with EGS to resolve the matter. Pursuant to the settlement agreement, the Company agreed to pay EGS an aggregate settlement amount of $360,000, consisting of (i) an initial payment of $100,000, which has been paid, and (ii)three installment payments of approximately $86,667 payable over aone-year period. Upon receipt of the initial payment, EGS agreed to dismiss the pending litigation with prejudice. As of June 30, 2026, approximately $260,000 remained payable under the settlement and was included within accounts payable. The litigation was discontinued with prejudice on May 14, 2026. The settlement resulted in a gain on settlement of approximately $389,301, which was recognized within other income (expense), net during the three and six months ended June 30, 2026.

WestPark

On May 26, 2026, WestPark Capital, Inc. (“WestPark”) commenced an arbitration proceeding against the Company before JAMS in New York. The claim, subsequently amended, alleges that the Company breached the terms of an investment banking agreement by not offering WestPark the right of first refusal to participate various transaction from August 2025 through July 2026. WestPark is seeking damages of approximately $2,057,600.

The Company denies the allegations set forth in the amended claim. At this time, the outcome of the arbitration cannot be reasonably predicted. The Company has recorded an accrual of $202,000 related to this matter in its financial statements as of June 30, 2026.

Asymchem Inc.

On April 22, 2026, the Supreme Court of the State of New York, County of New York, entered a judgment in favor of Asymchem, Inc. and against the Company related to unpaid invoices from prior years in the principal amount of $171,219, plus applicable interest at a rate of 9% per annum. The judgment amount of approximately $209,000 was accrued in the Company’s financial statements as of June 30, 2026. On August 17, 2026, the Company and Asymchem entered into a stipulation pursuant to which the parties agreed that the full judgment would be remitted from the restrained funds to Asymchem in full satisfaction of the judgment. The payment process was in progress as of the date of this Quarterly Report.

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Government Grant

During 2025, AMPX, a subsidiary of the Company, applied for government grants related to research and development expenditure tax credits in the United Kingdom.

During the six months ended June 30, 2026, the Company recognized approximately $0.4 million of government grant income related to these programs, which was included in Other income (expense), net in the condensed consolidated statements of operations. The grant income was recognized during the three months ended March 31, 2026. No government grant income was recognized during the three months ended June 30, 2026.

All related government grant receivables had been collected by May 2026, andno government grant receivable remained outstanding as of June 30, 2026.

Note 18 - Income Taxes

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future.

The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Although the Company believes that it has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. Carryforward attributes that were generated in tax years prior to those that remain open for examination may still be adjusted by relevant tax authorities upon examination if they either have been, or will be, used in a future period.

In applying the estimated annual effective tax rate approach prescribed under ASC 740-270, the Company recognized an income tax benefit of approximately $0.4 million for the six months ended June 30, 2026. For the three months ended June 30, 2026, the Company recognized an income tax benefit of approximately$55,000. The interim tax provision reflects the estimated annual effective tax rate adjusted for discrete items, including foreign tax attributes and research and development tax credits. No income tax benefit or expense was recognized for the comparable three-month period in 2025.

The Company may incur current income tax liabilities in individual foreign, state or local jurisdictions notwithstanding a consolidated pre-tax loss because taxable income and loss are determined separately by legal entity and jurisdiction. As of June 30, 2026, the Company recorded $130,573 of income tax payable associated with such jurisdictional tax obligations and timing differences.

The Company’s effective tax rate for interim periods differs from the applicable statutory tax rate primarily due to valuation allowance considerations, foreign rate differentials, noncontrolling interest allocations and research and development tax credits.

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Note 19 - Net Loss per Common Share

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. For the periods presented, all potentially dilutive securities have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive.

All shares of Common Stock that may potentially be issued in the future are as follows:

**Note 20 –Employee Benefit Plans **

401(k) Plan

Since 2015, the Company has sponsored a multiple employer defined contribution benefit plan which complies with Section 401(k) of the Internal Revenue Code and covers substantially all eligible employees of the Company.

Employees may contribute from 1% to 100% of their compensation, and the Company may match contributions equal to 100% of the first 6% of employee contributions. The Company may also make discretionary profit-sharing contributions.

Employer contributions under the 401(k) plan amounted to approximately $0 for the six months ended June 30, 2026 and $5,402 for the year ended December 31, 2025.

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Note 21 - Segments

The Company applies the provisions of ASC 280, Segment Reporting, which requires segment information to be reported based on the “management approach,” reflecting the manner in which the Company’s Chief Operating Decision Maker (“CODM”) allocates resources and assesses performance.

In 2025, in connection with the acquisition of Grid AI Corp. on September 30, 2025, the Company reassessed its operating and reportable segments. Based on this assessment, the Company determined that it operates throughtwo operating and reportable segments:

The measure of segment profit or loss is loss from operations, as reported in the condensed consolidated statements of operations. This measure is used by the CODM to assess performance and make resource allocation decisions. Segment assets are measured as total assets, as reported in the condensed consolidated balance sheets. The Company’s segments differ with respect to the nature of products and services, regulatory environments, and customer bases. As such, management has concluded that aggregation of these segments is not appropriate under ASC 280.

The following represents selected information for the Company’s reportable segments:

For the six months ended June 30, 2025, prior to the acquisition of Grid AI Corp., the Company operated through one reportable segment, its legacy GI Segment. Accordingly, no AI Segment results are presented for that period.

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Operations by reportable segment for the six months ended June 30, 2026 are as follows:

For the Six months ended June 30, 2025, prior to the acquisition of Grid AI Corp., the Company operated through one reportable segment, its legacy GI Segment. Accordingly, no AI Segment results are presented for that period.

Note 22 - Subsequent Events

Equity Awards

Subsequent to June 30, 2026, the Company issued 56,000 shares of common stock upon the exercise of outstanding warrants for cash consideration. In addition, the Company issued 2,950 shares of common stock in settlement of outstanding accounts payable to Martin-Krusin-Elbaum. The Company also issued 50,000 shares of common stock to LMC Communications Inc. in settlement of the $202,900 common stock payable outstanding at June 30, 2026, as further disclosed in Note 9. Additionally,108,932 shares of common stock were issued in connection with the July 2026 financing transactions.

Financing Transactions

On July 1, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers identified therein pursuant to which the Company agreed to sell in private placements an aggregate of (i)108,932 shares of common stock, (ii) pre-funded warrants to purchase up to 1,742,991 shares of common stock and (iii) common stock purchase warrants to purchase up to 1,851,923 shares of common stock, for aggregate gross proceeds of approximately $8.5 million. The combined purchase price for one share of common stock, or one pre-funded warrant in lieu thereof, together with one common warrant was $4.59 per unit.

The Company intends to use the net proceeds for general corporate purposes, which may include acquisitions, repayment of outstanding debt and working capital. The closing occurred on July 7, 2026, subject to the terms and conditions of the Purchase Agreement.

The Pre-Funded Warrants have an exercise price of $0.0001 per share, subject to adjustment and no expiration date. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The Common Warrants are exercisable immediately and expire five years from the earlier of the effective date of the Registration Statement or the date that the common stock underlying the Pre-Funded Warrants and Common Warrants can be resold without restriction or limitation pursuant to Rule 144. The Common Warrants have an exercise price of $4.47 per share, subject to adjustment as set forth in the Common Warrants for stock splits, stock dividends, recapitalizations and similar customary adjustments. The

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Purchasers may exercise the Common Warrants on a cashless basis if the shares of common stock underlying the Common Warrants are not then registered pursuant to an effective registration statement.

Loan to Pronghorn Resources LLC

On July 17, 2026, GridAI Technologies Corp. (the “Company”) made a loan (“Loan”) to Pronghorn Resources, LLC, a Delaware limited liability company (“Pronghorn”, and, together with the Company, the “Parties”), pursuant to the terms of a Secured Convertible Promissory Note (“Note”), in the principal sum of $2,000,000 (the “Principal Amount”). The Principal Amount, in addition to all interest due under the Note, is payable on the earlier to occur of: (i) December 31, 2026; and (ii) the consummation of a Change of Control Transaction (as defined below). The Note bears interest at an annual rate of seven percent (7%), such interest calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and accrues daily, commencing on the Maturity Date until payment in full of the Note. Pronghorn agreed to customary covenants and made customary representations and warranties under the Note. Pronghorn agreed to certain negative covenants, including not to: (a) other than Permitted Indebtedness, enter into, create, incur, assume, guarantee or suffer to exist any Indebtedness; (b) create, permit or suffer to exist any Lien on any of its or any subsidiaries’ properties and assets other than Permitted Liens; or (c) enter into any agreement with respect to any of the foregoing. The payment for the loan has been made in the sum of $2,000,000 as of date of this Quarterly Report to Pronghorn.

Nicholas D’Onofrio, a shareholder of Pronghorn, also holds common stock and common warrants of the Company.

Upon an Event of Default (as defined below), the Company has the right, at its election, to convert the Payment Amount (as defined below) (or, from and after the date of the occurrence of any Event of Default, the Default Amount) of the Note, in whole or in part (as the case may be, the “Conversion Amount”) into such number of membership interests equal to ten percent (10%) of the fully diluted capitalization of Pronghorn as of the date of conversion (“Conversion Interests” and such date of conversion, “Conversion Date”). If any Event of Default occurs and is uncured for the applicable cure period, the Note becomes, at the Company’s election, immediately due and payable in cash in the Default Amount (as defined below), and, alternatively, upon the Company’s election, convertible, in part or in full, into Conversion Interests, pursuant to the terms of Section 4(a) of the Note.

The Note ranks pari passu with Pronghorn’s existing Indebtedness. The Note is secured by all of Pronghorn’s assets, pursuant to the terms of that certain Security Agreement entered into between the Parties on July 17, 2026 (“Security Agreement”). Under the Security Agreement, Pronghorn granted a lien security interest in all of its assets to the Company.

Asymchem Inc.

On April 22, 2026, the Supreme Court of the State of New York, County of New York, entered a judgment in favor of Asymchem, Inc. and against the Company related to unpaid invoices from prior years in the amount of $209,386. Following entry of the judgment, Asymchem caused a restraint to be placed on certain funds held in one of the Company’s bank accounts.

On August 17, 2026, the Company and Asymchem entered into a stipulation pursuant to which the parties agreed that the full judgement would be remitted from the restrained funds to Asymchem in full satisfaction of the judgment. Upon receipt and clearance of the payment, Asymchem is required to withdraw and release the restraint on the remaining funds in the applicable bank account. The Company has accrued the amount of the judgment and applicable interest in its financial statements as of June 30, 2026.

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