GridAI Technologies (GRDX) risk factors, FY2025 10-K

GridAI Technologies's FY2025 10-K, filed May 01, 2026, lists 65 risk factors in 5 groups. Against the prior year's 46: 29 new, 10 dropped, 8 substantially reworded.

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Risk factors listed
655 groups
New this year
29vs 46 last year
Dropped
10since the prior 10-K
Substantially reworded
8of those kept
Section length
26k wordsItem 1A

What the changes say

  • GridAI Technologies Corp. defaulted on its revolving loan, facing severe liquidity pressures and impending going-concern risks.
  • The company acquired Grid AI Corp. in late 2025, pivoting into energy technology while retaining legacy biopharmaceutical assets.
  • Significant board and management turnover occurred in late 2025 alongside ongoing Nasdaq minimum bid price compliance issues.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business, Financial Position and Capital Requirements

    Revolving Loan Agreement as a result of its failure to repay amounts due at maturity, and the lender has issued a demand for repayment of the outstanding amounts

    We defaulted on our revolving loan at maturity, and the lender demanded full repayment of outstanding amounts.

  • NewRisks Related to Our Business, Financial Position and Capital Requirements

    Given our plans and expectations that we will need additional capital, in the near future we may need to issue additional Common Stock or securities convertible or exercisable for Common Stock, including convertible preferred shares, convertible notes, stock options or warrants

    We issued Series H Non-Voting Convertible Preferred Stock, warrants, and equity awards that necessitate future common stock issuances.

  • NewRisks Related to Our Business, Financial Position and Capital Requirements

    These instruments may significantly dilute existing stockholders, both economically and voting-wise, if converted, exercised or settled in shares

    Future conversions of preferred stock and warrants or large public sales of common stock could significantly dilute existing shareholders and depress our stock price.

  • NewRisks Related to Our Business, Financial Position and Capital Requirements

    We experienced significant board and management turnover during the fourth quarter of 2025, and instability in governance and leadership could adversely affect our business

    We experienced major board and management turnover in late 2025, including a CEO change and a director resignation over governance disputes.

  • NewRisks Related to Our Business, Financial Position and Capital Requirements

    Acceptance of digital assets, including stablecoins, as consideration in our transactions may expose us to volatility, regulatory uncertainty and accounting complexity, which could adversely affect our financial results

    We plan to accept stablecoins and digital assets, exposing us to regulatory uncertainty, complex U.S. GAAP accounting, and valuation volatility.

  • NewRisks Related to our Biopharmaceutical Operation, Clinical Development, Regulatory Approval and Commercialization

    If we are unable to execute our sales and marketing strategy for our products and are unable to gain market acceptance, we may be unable to generate sufficient revenue to sustain our business

    As a clinical-stage biopharmaceutical company, our drug candidate Adrulipase has not generated revenue and requires peer-reviewed journal publications for medical acceptance.

  • NewRisks Related to our Biopharmaceutical Operation, Clinical Development, Regulatory Approval and Commercialization

    We rely completely on third parties to manufacture our preclinical and clinical pharmaceutical supplies and expect to continue to rely on third parties to produce commercial supplies of any approved product candidate, and our dependence on third party suppliers could adversely impact our business

    We rely entirely on Charles River Laboratories for storage and Asymchem in Tianjin, China for manufacturing our Adrulipase drug substance.

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Our 2025 business transformation through the acquisition of Grid AI Corp. may not succeed, and we may fail to realize the anticipated benefits of that transaction

    Our September 2025 acquisition of Grid AI Corp. brought a 75% interest in AMPX, fundamentally transforming us into an energy technology business.

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    If the acquired business underperforms expectations, or if integration is not successful, our business, financial condition and results of operations could be materially adversely affected

    We issued 424,348 common shares and 38,801.546 Series H Preferred shares for the Grid AI acquisition, pending stockholder and Nasdaq approval.

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Our energy technology business exposes us to risks that are different from our historical biopharmaceutical business

    Our new energy technology business depends on software orchestration, device interoperability, and utility rules that differ completely from our biopharmaceutical roots.

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Grid AI Corp.’s limited operating history makes evaluating its business and prospects difficult

    Grid AI Corp. has minimal revenue, shifted its focus to data centers, and carries a limited operating history for its DLS and ALICE HEMS platforms.

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    The distributed generation industry is emerging and our distributed generation offerings may not receive widespread market acceptance

    The distributed generation industry is emerging, and enterprises may reject Grid AI's offerings in favor of traditional power sources.

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    If renewable energy technologies are not suitable for widespread adoption, or if sufficient demand for our software-enabled services does not develop or takes longer to develop than we anticipate, Grid AI Corp. may not be able to generate sufficient revenue or revenue at all to be financially successful

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Our market estimates and assumptions may prove inaccurate

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    We expect to face significant competition in the Grid AI Corp.’s industry

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Grid AI Corp. plans to use artificial intelligence in its business, and challenges with properly managing its use could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Grid Ai Corp.’s future growth will depend on developing and commercializing our AI data center platform

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Grid AI Corp.’s business strategy may not achieve anticipated benefits. Grid AI Corp’s failure to do so could adversely affect our business, financial condition, and results of operations

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Grid AI Corp. currently has no major customers

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    If Grid AI Corp. is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business could be adversely affected

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Any failure to offer high-quality technical support services may adversely affect Grid AI Corp’s relationships with its customers and adversely affect our financial results

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Severe weather events, including the effects of climate change, are inherently unpredictable and may have a material adverse effect on our financial results and financial condition

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Increased scrutiny from stakeholders and regulators regarding sustainability practices and disclosures, including those related to sustainability, and disclosure could result in additional costs and adversely impact our business and reputation

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    A failure of our information technology (“IT”) and data security infrastructure could adversely affect our business and operations

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Our and Grid AI Corp’s failure to adequately secure, protect and enforce our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Monitoring unauthorized use of proprietary technology can be difficult and expensive. For example, many of our software developers reside in California and we cannot legally prevent them from working for a competitor

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Negative attitudes toward renewable energy projects from the U.S. government, other lawmakers and regulators, and activists could adversely affect our business, financial condition and results of operations

  • NewRisks Related to Grid Ai Corp.’s Business and Industry

    Changes in the U.S. trade environment, including the imposition of import tariffs, could adversely affect the amount or timing of our revenues, results of operations or cash flows

  • NewRisks Related to our Securities

    As of May 1, 2026, we also have 38,801.546 shares of Series H Preferred Stock outstanding, each share of which is automatically convertible into 1,000 shares of Common Stock into 1,000 shares of Common Stock, upon shareholder approval

Dropped

  • DroppedRisks Related to Our Business, Financial Position and Capital Requirements

    terminate operations, make reductions in our 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

  • DroppedRisks Related to Our Business, Financial Position and Capital Requirements

    additional financing may divert our management from its day-to-day activities, which may adversely affect our ability to develop our product candidates

    Without adequate working capital, we may not meet obligations and seek bankruptcy protection.

  • DroppedRisks Related to Our Business, Financial Position and Capital Requirements

    Additional offerings in the future may dilute then existing stockholders’ percentage ownership of our Company

  • DroppedRisks Related to Our Business, Financial Position and Capital Requirements

    We do not expect to consummate certain previously disclosed proposed transactions

  • DroppedRisks Related to Clinical Development, Regulatory Approval and Commercialization

    Our product candidates are at an early stage of development and may not be successfully developed or commercialized

    Additional financing may divert management from day-to-day activities and product development.

  • DroppedRisks Related to Clinical Development, Regulatory Approval and Commercialization

    We are a clinical-stage biopharmaceutical company and have yet to begin to generate revenue from Adrulipase. Our product candidate is in an early stage of clinical development, and, if we obtain marketing approval for any of products in the future, which we anticipate would not occur for several years, if at all

    Future capital offerings will dilute the percentage ownership of existing stockholders.

  • DroppedRisks Related to Clinical Development, Regulatory Approval and Commercialization

    We rely on third parties to manufacture our product candidates

    Our non-binding term sheet to sell the Niclosamide program is no longer moving forward.

  • DroppedRisks Related to Clinical Development, Regulatory Approval and Commercialization

    If we fail to attract and retain key management and clinical development personnel, we may be unable to successfully develop or commercialize our product candidates

  • DroppedRisks Related to our Intellectual Property

    If we breach our license or other intellectual property-related agreements for our product candidates or otherwise experience disruptions to our business relationships with our licensor, we could lose the ability to continue the development and commercialization of our product candidates

  • DroppedRisks Related to our Securities

    result of a deliberate intent to avoid compliance, and as such, the Staff does not believe that delisting our securities is an appropriate sanction and that it is appropriate to close these matters by issuing the Letter of Reprimand

Reworded

  • 97% rewrittenRisks Related to Our Business, Financial Position and Capital Requirements

    Disruptions in the global economy and supply chains may have a material adverse effect on our business, financial condition and results of operations

    Updated to apply supply chain disruption and energy market volatility risks to our new energy orchestration platform instead of general historical disruptions.

  • 94% rewrittenRisks Related to our Securities

    Our Common Stock is currently listed for trading on The Nasdaq Stock Market LLC. We must satisfy the continued listing requirements of Nasdaq, to maintain the listing of our Common Stock on The Nasdaq Stock Market LLC

    Updated to reflect receipt of a Nasdaq minimum bid price deficiency letter and subsequent 180-day compliance extensions through September 1, 2025.

  • 65% rewrittenRisks Related to Our Business, Financial Position and Capital Requirements

    Our level of indebtedness and our ability to make payments on or service our indebtedness could adversely affect our business, financial condition, results of operations, cash flow and liquidity

    Added a disclosure stating that the company was in default under the $2.0 million Revolving Loan Agreement as of April 1, 2026.

  • 48% rewrittenRisks Related to Our Business, Financial Position and Capital Requirements

    Our current dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors could lose their entire investment

    Updated cash equivalents to $0.9 million, accumulated deficit to $208.8 million as of December 31, 2025, and shortened cash runway to several months.

  • 45% rewrittenRisks Related to our Biopharmaceutical Operation, Clinical Development, Regulatory Approval and Commercialization

    We operate as a clinical stage biopharmaceutical company with relation to our retained biopharmaceutical assets but have a limited operating history upon which to base an investment decision

    Added the completion of the ImmunogenX rescission transaction on December 31, 2025, narrowing our legacy biopharmaceutical focus primarily to Adrulipase.

    Was: We are a clinical stage biopharmaceutical company and have a limited operating history upon which to base an investment decision

  • 40% rewrittenRisks Related to Our Business, Financial Position and Capital Requirements

    We will require substantial additional financing to achieve our goals, and a failure to obtain this necessary capital when needed and on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product candidate development programs, testing efforts or other operations, including

    Added operational expenses related to Grid AI Corp. and AMPX as factors driving our need for substantial additional financing.

  • 36% rewrittenRisks Related to our Securities

    Our Board has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board also has the authority to issue preferred stock without further stockholder approval

    Updated Series B Preferred Stock conversion price from $32,340 to $97,020 as of May 1, 2026, while keeping 475.56 shares outstanding.

  • 24% rewrittenRisks Related to Our Business, Financial Position and Capital Requirements

    Global conditions, dislocations in the financial markets, any negative financial impacts affecting United States as a result of tax reform or changes to existing trade agreements or tax conventions, may adversely impact our business

    Updated macroeconomic risk factors by changing references from the Israel-Hamas war to broader conflicts in the Middle East.

All 65 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business, Financial Position and Capital Requirements

  1. 01Our current dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors could lose their entire investment48% rewritten
  2. 02Our level of indebtedness and our ability to make payments on or service our indebtedness could adversely affect our business, financial condition, results of operations, cash flow and liquidity65% rewritten
  3. 03Revolving Loan Agreement as a result of its failure to repay amounts due at maturity, and the lender has issued a demand for repayment of the outstanding amountsNew
  4. 04We will require substantial additional financing to achieve our goals, and a failure to obtain this necessary capital when needed and on acceptable terms, or at all, could force us to delay, limit, reduce or terminate our product candidate development programs, testing efforts or other operations, including40% rewritten
  5. 05Given our plans and expectations that we will need additional capital, in the near future we may need to issue additional Common Stock or securities convertible or exercisable for Common Stock, including convertible preferred shares, convertible notes, stock options or warrantsNew
  6. 06These instruments may significantly dilute existing stockholders, both economically and voting-wise, if converted, exercised or settled in sharesNew
  7. 07We experienced significant board and management turnover during the fourth quarter of 2025, and instability in governance and leadership could adversely affect our businessNew
  8. 08Disruptions in the global economy and supply chains may have a material adverse effect on our business, financial condition and results of operations97% rewritten
  9. 09Global conditions, dislocations in the financial markets, any negative financial impacts affecting United States as a result of tax reform or changes to existing trade agreements or tax conventions, may adversely impact our business24% rewritten
  10. 10Acceptance of digital assets, including stablecoins, as consideration in our transactions may expose us to volatility, regulatory uncertainty and accounting complexity, which could adversely affect our financial resultsNew
  11. 11Geopolitical risks associated with Russia’s invasion of Ukraine and conflicts in the Middle East, including the U.S. and Israel war with Iran, could result in increased market volatility and uncertainty, which could negatively impact our business, financial condition, and results of operations
  12. 12Significant disruptions of information technology systems or breaches of data security could materially adversely affect our business, results of operations and financial condition
  13. 13Requirements associated with being a public company will increase our costs significantly and will divert significant company resources and management attention

Risks Related to our Biopharmaceutical Operation, Clinical Development, Regulatory Approval and Commercialization

  1. 14We operate as a clinical stage biopharmaceutical company with relation to our retained biopharmaceutical assets but have a limited operating history upon which to base an investment decision45% rewritten
  2. 15We will face intense competition and may not be able to compete successfully
  3. 16We may incur substantial product liability or indemnification claims relating to the use of our product candidates
  4. 17We may use biological materials and may use hazardous materials, and any claims relating to improper handling, storage or disposal of these materials could be time consuming or costly
  5. 18We will need to grow the size of our organization, and we may experience difficulties in managing this growth
  6. 19Any product candidates we advance into and through clinical development are subject to extensive regulation, which can be costly and time consuming, cause unanticipated delays or prevent the receipt of the required approvals to commercialize our product candidates
  7. 20If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected
  8. 21Because the results of preclinical studies and early clinical trials are not necessarily predictive of future results, any product candidate we advance into clinical trials may not have favorable results in later clinical trials, if any, or receive regulatory approval
  9. 22Any product candidate we advance into and through clinical trials may cause unacceptable adverse events or have other properties that may delay or prevent their regulatory approval or commercialization or limit their commercial potential
  10. 23Delays in the commencement or completion of our clinical trials could result in increased costs and delay our ability to pursue regulatory approval and commercialization of our product candidates
  11. 24We may be required to suspend, repeat or terminate our clinical trials if they are not conducted in accordance with regulatory requirements, the results are negative or inconclusive or the trials are not well designed
  12. 25Our product candidates may cause undesirable side effects or have other properties that could delay or prevent their regulatory approval, limit the commercial profile of the approved labeling, or result in significant negative consequences following marketing approval, if any
  13. 26If we are unable to execute our sales and marketing strategy for our products and are unable to gain market acceptance, we may be unable to generate sufficient revenue to sustain our businessNew
  14. 27We have no commercial infrastructure. In order to commercialize products that are approved for marketing, we must either establish our own sales and marketing infrastructure or collaborate with third parties that have such commercial infrastructure
  15. 28We may form or seek strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements
  16. 29We rely completely on third parties to manufacture our preclinical and clinical pharmaceutical supplies and expect to continue to rely on third parties to produce commercial supplies of any approved product candidate, and our dependence on third party suppliers could adversely impact our businessNew
  17. 30We intend to rely on market exclusivity periods that may not be or remain available to us
  18. 31Healthcare reform and restrictions on reimbursements may limit our financial returns
  19. 32Changes in healthcare law and implementing regulations, including government restrictions on pricing and reimbursement, as well as healthcare policy and other healthcare payor cost-containment initiatives, may negatively impact our ability to generate revenues

Risks Related to our Intellectual Property in the Biopharmaceutical Industry

  1. 33Our success will depend upon intellectual property, proprietary technologies and regulatory market exclusivity periods, and we may be unable to protect our intellectual property
  2. 34If we or our partners are sued for infringing intellectual property rights of third parties, it will be costly and time consuming, and an unfavorable outcome in that litigation would have a material adverse effect on our business
  3. 35Our ability to compete may decline if we do not adequately protect our proprietary rights

Risks Related to Grid Ai Corp.’s Business and Industry

  1. 36Our 2025 business transformation through the acquisition of Grid AI Corp. may not succeed, and we may fail to realize the anticipated benefits of that transactionNew
  2. 37If the acquired business underperforms expectations, or if integration is not successful, our business, financial condition and results of operations could be materially adversely affectedNew
  3. 38Our energy technology business exposes us to risks that are different from our historical biopharmaceutical businessNew
  4. 39Grid AI Corp.’s limited operating history makes evaluating its business and prospects difficultNew
  5. 40The distributed generation industry is emerging and our distributed generation offerings may not receive widespread market acceptanceNew
  6. 41If renewable energy technologies are not suitable for widespread adoption, or if sufficient demand for our software-enabled services does not develop or takes longer to develop than we anticipate, Grid AI Corp. may not be able to generate sufficient revenue or revenue at all to be financially successfulNew
  7. 42Our market estimates and assumptions may prove inaccurateNew
  8. 43We expect to face significant competition in the Grid AI Corp.’s industryNew
  9. 44Grid AI Corp. plans to use artificial intelligence in its business, and challenges with properly managing its use could result in harm to our brand, reputation, business or customers, and adversely affect our results of operationsNew
  10. 45Grid Ai Corp.’s future growth will depend on developing and commercializing our AI data center platformNew
  11. 46Grid AI Corp.’s business strategy may not achieve anticipated benefits. Grid AI Corp’s failure to do so could adversely affect our business, financial condition, and results of operationsNew
  12. 47Grid AI Corp. currently has no major customersNew
  13. 48If Grid AI Corp. is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business could be adversely affectedNew
  14. 49Any failure to offer high-quality technical support services may adversely affect Grid AI Corp’s relationships with its customers and adversely affect our financial resultsNew
  15. 50Severe weather events, including the effects of climate change, are inherently unpredictable and may have a material adverse effect on our financial results and financial conditionNew
  16. 51Increased scrutiny from stakeholders and regulators regarding sustainability practices and disclosures, including those related to sustainability, and disclosure could result in additional costs and adversely impact our business and reputationNew
  17. 52A failure of our information technology (“IT”) and data security infrastructure could adversely affect our business and operationsNew
  18. 53Our and Grid AI Corp’s failure to adequately secure, protect and enforce our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costlyNew
  19. 54Monitoring unauthorized use of proprietary technology can be difficult and expensive. For example, many of our software developers reside in California and we cannot legally prevent them from working for a competitorNew
  20. 55Negative attitudes toward renewable energy projects from the U.S. government, other lawmakers and regulators, and activists could adversely affect our business, financial condition and results of operationsNew
  21. 56Changes in the U.S. trade environment, including the imposition of import tariffs, could adversely affect the amount or timing of our revenues, results of operations or cash flowsNew

Risks Related to our Securities

  1. 57Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our Common Stock
  2. 58Our Common Stock is currently listed for trading on The Nasdaq Stock Market LLC. We must satisfy the continued listing requirements of Nasdaq, to maintain the listing of our Common Stock on The Nasdaq Stock Market LLC94% rewritten
  3. 59The limited public market for our securities may adversely affect an investor’s ability to liquidate an investment in us
  4. 60The market price of our Common Stock may be volatile which could subject us to securities class action litigation and prevent you from being able to sell your shares at or above the offering price
  5. 61We have never paid and do not intend to pay cash dividends on our Common Stock. As a result, capital appreciation, if any, will be your sole source of gain
  6. 62Provisions in our Charter, our amended and restated by-laws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Common Stock
  7. 63If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our share price and trading volume could decline
  8. 64Our Board has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board also has the authority to issue preferred stock without further stockholder approval36% rewritten
  9. 65As of May 1, 2026, we also have 38,801.546 shares of Series H Preferred Stock outstanding, each share of which is automatically convertible into 1,000 shares of Common Stock into 1,000 shares of Common Stock, upon shareholder approvalNew

Other GridAI Technologies 10-Ks

  • FY2024 10-K risk factors
    46 risks

    Clinical-stage biopharmaceutical operations depend heavily on external funding and credit agreements to maintain a going concern status.

    Filed Apr 01, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.