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Get filing alertsGridAI raises $7.79M through private placement of stock and warrants, diluting shareholders
Filed May 14, 2026 · Period ending May 8, 2026 · ~1 min read
Key Changes
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GridAI completed two private placements totaling $7.79M ($2.54M + $5.25M) by selling common stock and warrants at $2.00 and $2.865 per unit respectively, with closing scheduled for May 18, 2026.
Item 1.01 verify on EDGAR → -
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Pre-funded warrants for 2.94M shares have essentially zero exercise price ($0.00001) and no expiration, meaning they're effectively common stock already issued to investors.
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Common warrants for 3.1M additional shares (exercise prices $2.56-$2.89) expire in five years, representing potential 40%+ dilution if exercised on top of current raise.
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Only 20% of the $5.25M financing ($1.05M) will be paid at closing, with remaining 80% contingent on SEC registration statement effectiveness, creating execution risk.
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Proceeds designated for general corporate purposes, working capital, and repaying certain liabilities—no specific growth initiatives disclosed.
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Summary
GridAI Technologies raised $7.79 million through two private placements structured with common stock, pre-funded warrants, and common warrants. The pre-funded warrants are essentially common stock in disguise—with a $0.00001 exercise price and no expiration, they add 2.94 million shares to the float immediately.
On top of that, the company issued common warrants for another 3.1 million shares exercisable over five years, creating substantial overhang. Retail holders should care because this represents significant dilution. If all warrants are exercised, the share count could increase by over 6 million shares—potentially 40%+ dilution depending on GridAI's current float.
The pricing at $2.00-$2.865 per unit suggests the company needed capital urgently, as private placements typically come at a discount to market. The vague use of proceeds ("general corporate purposes" and "repaying certain liabilities") offers no visibility into growth plans. Watch for the registration statement filing and effectiveness—80% of the larger financing ($4.2M) depends on it. Also monitor whether the common warrants get exercised, which would signal investor confidence but add more dilution. If GridAI's stock trades below the $2.56-$2.89 warrant exercise prices, those warrants become worthless and dilution risk decreases.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
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On May 8, 2026, May 11, 2026 and May 12, 2026, GridAI Technologies Corp. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with purchasers identified therein (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) pursuant to which the Company agreed to sell to the Purchasers in private placements an aggregate of (i) 74,000 shares of common stock, (ii) pre-funded warrants to purchase up to an aggregate of 1,196,001 shares of common stock (the “Pre-Funded Warrants”) and (iii) common stock purchase warrants to purchase up to an aggregate of 1,270,001 shares of common stock (the “Common Warrants”) for gross proceeds to the Company of approximately $2,540,000. The combined purchase price for one share of common stock or Pre-Funded Warrant in lieu of share of common stock and one Common Warrants is $2.00.
GridAI entered into securities purchase agreements to raise approximately $2.54 million through the sale of 74,000 common shares, pre-funded warrants for 1,196,001 shares, and common warrants for 1,270,001 shares at a combined price of $2.00 per unit. The proceeds will be used for general corporate purposes, working capital, and repaying certain liabilities, with closing scheduled for May 18, 2026.
Added in current filing · verify on EDGAR →
On May 11, 2026, the Company entered into a securities purchase agreement (the “Additional Purchase Agreement”) with the purchasers identified therein (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) pursuant to which the Company will sell to the Purchasers in private placements an aggregate of (i) 87,260 shares of common stock, (ii) pre-funded warrants to purchase up to an aggregate of 1,745,199 shares of common stock (the “Pre-Funded Warrants”) and (iii) common stock purchase warrants to purchase up to an aggregate of 1,832,459 shares of common stock (the “Common Warrants”) for gross proceeds to the Company of approximately $5,250,000. The combined purchase price for one share of common stock or Pre-Funded Warrant in lieu of share of common stock and one Common Warrants is $2.865.
GridAI entered into an additional securities purchase agreement to raise approximately $5.25 million through the sale of 87,260 common shares, pre-funded warrants for 1,745,199 shares, and common warrants for 1,832,459 shares at a combined price of $2.865 per unit. Only 20% of gross proceeds will be paid at closing on May 18, 2026, with the remaining 80% paid before the SEC declares the registration statement effective.
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All Pre-Funded Warrants have an exercise price of $0.00001 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 pre-funded warrants issued in both financings have a nominal exercise price of $0.00001 per share, no expiration date, and are immediately exercisable. This structure allows investors to effectively purchase common stock at the combined unit price while deferring minimal additional payment upon exercise.
Added in current filing · verify on EDGAR →
The Common Warrants are exercisable six months after the issuance date 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 issuable pursuant to the Purchase Agreement dated May 8, 2026 have an exercise price of $2.56 per share, the Common Warrants issuable pursuant to the Purchase Agreement dated May 11, 2026 have an exercise price of $2.74 per share and the Common Warrants issuable pursuant to the Purchase Agreement dated May 12, 2026 have an exercise price of $2.89 per share
The common warrants from the $2.54M financing have varying exercise prices ($2.56, $2.74, and $2.89 per share depending on agreement date), become exercisable six months after issuance, and expire five years from registration effectiveness or Rule 144 eligibility. These warrants represent potential dilution of up to 1,270,001 additional shares.
Added in current filing · verify on EDGAR →
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 $2.865 per share
The common warrants from the $5.25M financing have an exercise price of $2.865 per share, are immediately exercisable (unlike the six-month delay in the first financing), and expire five years from registration effectiveness or Rule 144 eligibility. These warrants represent potential dilution of up to 1,832,459 additional shares.
Event · Item 3.02 — Unregistered Sales of Equity Securities
GridAI issued unregistered equity securities in a private placement under Section 4(a)(2) exemption.
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In connection with the issuance of the securities described in Item 1.01, the Company relied upon the exemption from registration provided by Section 4(a) (2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.
GridAI Technologies issued equity securities without SEC registration, using the private placement exemption under Section 4(a)(2) of the Securities Act. The specific terms, amount, and recipients are referenced in Item 1.01 of this 8-K, which is not included in the provided text. This indicates a capital raise or equity compensation event that did not involve a public offering.
Event · Item 9.01 — Financial Statements and Exhibits
GridAI Technologies filed exhibits related to securities purchase agreements, warrants, and registration rights.
Added in current filing · verify on EDGAR →
Exhibit | No. | Description | 4.1 | Form of Pre-Funded Warrant | 4.2 | Form of Warrant | 4.3 | Form of Warrant | 10.1 | Form of Securities Purchase Agreement | 10.2 | Form of Registration Rights Agreement | 10.3 | Form of Securities Purchase Agreement
The company filed multiple exhibits documenting a securities offering, including pre-funded warrants, standard warrants, purchase agreements, and registration rights agreements. This indicates GridAI completed or is completing a capital raise transaction involving equity or equity-linked securities.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 1, 2026 · How we verify