GridAI Technologies Corp.

Item 1.01. Entry into a Material Definitive Agreement. As previously disclosed, on July 17, 2026, GridAI Technologies Corp. (the “Company”) loaned $2,000,000 to Pronghorn Resources, LLC, a Delaware limited liability company (“Pronghorn”), evidenced by a Secured Convertible Note (as amended and restated, the “Note”) and secured pursuant to a Security Agreement between the Company and Pronghorn dated July 17, 2026 (as amended, the “Security Agreement”). On September 4, 2026, the Company advanced an additional $964,000 to Pronghorn and, on October 1, 2026, the Company advanced an additional $536,000 to Pronghorn, and in connection with each such advance the Note was amended and restated and the Security Agreement was amended. On October 22, 2026, the Company advanced an additional $1,500,000 to Pronghorn (the “Fourth Advance”). In connection with the Fourth Advance, Pronghorn issued to the Company a Third Amended and Restated Secured Convertible Note in the principal amount of $5,000,000 (the “Third A&R Note”), reflecting the aggregate of all advances made by the Company to Pronghorn. The Third A&R Note matures on the earlier of (i) December 31, 2026 and (ii) the consummation of a Change of Control Transaction (as defined in the Third A&R Note) (the “Maturity Date”). Interest accrues on the Payment Amount (as defined in the Third A&R Note) from and after the Maturity Date at an annual rate of seven percent (7%), payable in cash. Upon a payment Event of Default (as defined in the Third A&R Note), the Company has the right, at its election, to convert all or part of the Payment Amount (or, following an Event of Default, the Default Amount) into membership interests of Pronghorn equal to ten percent (10%) of Pronghorn’s fully diluted capitalization as of the conversion date. Events of Default include, among other things, failure to pay principal or interest when due (subject to a five-day cure period for interest and other amounts), uncured covenant breaches, and defaults under the other transaction documents. Upon an uncured Event of Default, the Third A&R Note becomes, at the Company’s election, immediately due and payable in cash in the Default Amount or convertible as described above. The Third A&R Note also contains customary representations, warranties and affirmative and negative covenants, including restrictions on Pronghorn incurring indebtedness or liens other than as permitted thereunder. Also on October 22, 2026, the Company and Pronghorn entered into a Third Amendment to Security Agreement (the “Third Amendment”), which amends the definition of “Note” in the Security Agreement to refer to the Third A&R Note, such that the Third A&R Note is secured by the security interest in Pronghorn’s assets granted under the Security Agreement. Except as expressly amended by the Third Amendment, the Security Agreement remains in full force and effect. The foregoing descriptions of the Third A&R Note and the Third Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.