GridAI Technologies Corp.

Item 1.01. Entry Into a Material Definitive Agreement On July 1, 2026, GridAI Technologies Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the 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) 108,932 shares of common stock, (ii) pre-funded warrants to purchase up to an aggregate of 1,742,991 shares of common stock (the “Pre-Funded Warrants”) and (iii) common stock purchase warrants to purchase up to an aggregate of 1,851,923 shares of common stock (the “Common Warrants”) for gross proceeds to the Company of approximately $8,500,000. 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 $4.59. The Company intends to use the net proceeds for general corporate purposes, which may include acquisitions and/or the repayment of outstanding debt, and working capital. The closing will occur on July 7, 2026, subject to the satisfaction of customary closing conditions. 5% of the gross proceeds will be paid to the Company at closing. The remaining 95% of the proceeds will be paid prior to the declaration by the Securities and Exchange Commission (the “SEC”) that the Registration Statement (defined below) is effective. 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 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. In connection with the Purchase Agreement, the Company entered into registration rights agreements (the “Registration Rights Agreements”) with the Purchasers. Pursuant to the Registration Rights Agreements, the Company will be required to file a resale registration statement (the "Registration Statement") with the SEC to register for resale the shares issued under the Purchase Agreement, the shares issuable upon exercise of the Pre-Funded Warrants and the shares issuable upon exercise of the Common Warrants, within 15 days after the closing of the transactions contemplated by the Purchase Agreement, and to have such Registration Statement declared effective as promptly as possible after its filing. The foregoing descriptions of the Purchase Agreement, Pre-Funded Warrants, Warrants, and Registration Rights Agreements described herein are subject to, and qualified in their entirety by, such documents, which were filed as Exhibit 10.1, 4.1, 4.2 and 10.2 to the Original Filing and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities. The disclosure under Item 1.01 above is incorporated herein by reference. 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.