Item 1.01. Entry into a Material Definitive Agreement. As previously reported in GridAI Technologies Corp. (the “Company”)’s Current Reports on Form 8-K filed on July 23, 2026 and September 11, 2026, 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 Conv…
Filed Oct 7, 2026Accepted Oct 7, 2026, 4:01 PM EDTCIK 1604191Accession 0001104659-26-114342
The Company disputes the allegations and the amount claimed and, through legal counsel, is engaged in settlement discussions with WestPark. 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.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
As previously reported in GridAI Technologies
Corp. (the “Company”)’s Current Reports on Form 8-K filed on July 23, 2026 and September 11, 2026, 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, and on September 4, 2026, the Parties entered into that certain Amended and Restated Secured Convertible
Promissory Note (“Amended Note”), which amended and restated the terms of the Note to reflect the Company’s second loan
of an additional $964,000 to Pronghorn. On October 1, 2026, the Parties entered into that certain Second Amended and Restated Secured
Convertible Note (“Second Amended Note”), which amended and restated the terms of the Note such that the
Note’s terms reflect the Company’s third loan of an additional $536,000 to Pronghorn (such third loan made following the Loan
and the second loan), for an aggregate principal amount of $3,500,000 (the “Principal Amount”).
In connection with the Parties’ entry into
the Second Amended Note, the Parties entered into that certain Second Amendment to Security Agreement effective as of October 1, 2026
(“Second Amended Security Agreement”). The Second Amended Security Agreement amended the Security Agreement entered into between
the Parties on July 17, 2026, as previously amended by the First Amendment to Security Agreement dated September 4, 2026 (as amended,
the “Security Agreement”), such that the definition for the term “Note” was amended and restated to refer to the
Second Amended Note.
Capitalized terms used herein but not otherwise
defined have the meanings set forth in the Second Amended Note. The foregoing descriptions of the Second Amended Note and Second Amended
Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Second Amended
Note and Second Amended Security Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated
herein by reference.