Form 8-K

8-K — GridAI Technologies Corp.

Accession: 0001104659-26-120725

Filed: 2026-10-30

Period: 2026-10-26

CIK: 0001604191

SIC: 4931 (ELECTRIC & OTHER SERVICES COMBINED)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

October 26, 2026

GridAI Technologies Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-37853

46-4993860

(State

or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

433 Plaza Real, Suite 275

Boca Raton, Florida

33432

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (561) 589-7020

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

GRDX

Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02.      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 26, 2026, GridAI Technologies

Corp. (the “Company”) entered into Amendment No. 4 (the “Amendment”), effective as of September 1, 2026, to

the CFO Consulting Agreement dated March 6, 2025, by and between the Company and BPC Consulting Ltd. (the “Consultant”),

as previously amended by Amendment No. 1 dated September 24, 2025, Amendment No. 2 effective March 17, 2026, and Amendment No. 3

effective June 1, 2026 (as amended, the “Consulting Agreement”), pursuant to which Anna Skowron provides services as

Interim Chief Financial Officer of the Company.

Compensation.

Effective September 1, 2026, the Consultant will receive a fixed monthly retainer of $27,000, invoiced in two equal installments on the

15th and last day of each month. The Amendment eliminates the provisions of Amendment No. 2 providing for an hourly rate or separate billing

for hours worked in excess of 30 hours per week.

Equity

Compensation. Subject to the terms of the Company’s equity incentive plan (the “Plan”) and the availability of shares reserved under the Plan,

the Company will grant Ms. Skowron (or her permitted designee) up to 250,000 restricted stock units (“RSUs”), which vest,

subject to continued service, as follows: 75,000 RSUs as of September 1, 2026; 25,000 RSUs on December 31, 2026; 50,000 RSUs upon the

Company’s filing of a Form 8-K/A containing the required audited financial statements of an acquired business; and 25,000 RSUs on

each of March 31, 2027, June 30, 2027, September 30, 2027 and December 31, 2027. All unvested RSUs will fully vest upon a Change of Control

(as defined in the Amendment), excluding a change of control resulting solely from a potential acquisition transaction under evaluation

by the Company as of the date of the Amendment. Upon a termination by the Company other than for Cause, the RSUs will continue to vest

during the six-month notice period (and thereafter for so long as the Consultant or Ms. Skowron continues to serve the Company in any

capacity), and any remaining unvested RSUs will otherwise be forfeited. Unvested RSUs will be forfeited upon a termination for Cause or

by the Consultant.

Term and

Termination. The term of the Consulting Agreement runs through August 31, 2027 and thereafter automatically renews for successive

one-year terms unless terminated. The Company may terminate the Consulting Agreement upon six months’ prior written notice, or immediately

for Cause. If the Company terminates other than for Cause on less than six months’ notice, the Company will pay the Consultant the

monthly retainer for the remainder of the notice period, conditioned upon the Consultant’s and Ms. Skowron’s execution and

non-revocation of a general release.

Bonus and

Additional Grants. The Consultant is eligible for a discretionary annual cash bonus based on financial, strategic and operational

performance factors. The Board or its compensation committee may, in its sole discretion, consider additional RSU grants to Ms. Skowron

or her permitted designees during calendar year 2027, but is not obligated to make any such grants.

The foregoing description of the Amendment does not purport to be complete

and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current

Report on Form 8-K and is incorporated herein by reference.

Item 9.01.        Financial Statements and Exhibits.

(d) Exhibits.

10.1 Amendment No. 4 to CFO Consulting Agreement, effective as of

September 1, 2026, by and between GridAI Technologies Corp. and BPC Consulting Ltd.

104 Cover Page Interactive Data File (embedded within the Inline

XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GridAI Technologies Corp.

October 30, 2026

By:

/s/ Jason

D. Sawyer

Name:

Jason D. Sawyer

Title:

Interim Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2628544d1_10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT NO.

4 TO CFO CONSULTING AGREEMENT

This Amendment No. 4 (the “Amendment”)

to the CFO Consulting Agreement dated March 6, 2025 (the “Agreement”), as amended by Amendment No. 1 dated September 24,

2025, Amendment No. 2 effective March 17, 2026, and Amendment No. 3 effective June 1, 2026, is entered into effective as of September

1, 2026, by and between GridAI Technologies Corp. (the “Company”) and BPC Consulting Ltd. (the “Consultant”).

RECITALS

WHEREAS, the Company and the Consultant

are parties to the Agreement, as previously amended, pursuant to which Anna Skowron provides services as Chief Financial Officer of the

Company;

WHEREAS, the parties desire to further

amend the Agreement to revise the Consultant’s compensation, equity compensation, term and renewal provisions, and termination

provisions;

NOW, THEREFORE, in consideration of

the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties agree as follows:

1. Compensation

Effective September 1, 2026, the Consultant

shall receive a fixed monthly retainer of USD $27,000. The monthly retainer shall continue to be invoiced in two equal installments,

fifty percent (50%) on the 15th day of each month and fifty percent (50%) on the last day of each month, consistent with the existing

invoicing schedule under the Agreement.

The USD $27,000 monthly retainer shall

constitute the fixed monthly fee for the services contemplated by the Agreement. The provisions of Amendment No. 2 providing for an hourly

rate or separate billing for hours worked in excess of thirty (30) hours per week are hereby deleted in their entirety, and no overtime

or excess-hours billing shall apply.

2. Equity Compensation

In addition to the monthly retainer,

and subject to approval by the Company’s Board of Directors (or its compensation committee), the terms of the Company’s equity

incentive plan (the “Plan”) and the availability of shares reserved for issuance under the Plan, the Company shall grant

to Anna Skowron or her permitted designee, as a natural person providing bona fide services to the Company, an aggregate of up to 250,000

restricted stock units (the “RSUs”), subject to the following vesting schedule and to Anna Skowron’s continued provision

of services to the Company through the Consultant through each applicable vesting date:

75,000 RSUs shall vest immediately as of September 1, 2026;

25,000 RSUs shall vest on December 31, 2026;

50,000 RSUs shall vest upon the filing by the Company of a Form 8-K/A containing the required

audited financial statements of the acquired business, which shall be filed within thirty (30) days following the execution of a definitive

acquisition agreement, unless delayed by SEC review, preclearance procedures, or other delays attributable to the Securities and Exchange

Commission and beyond the Consultant’s reasonable control.

25,000 RSUs shall vest on March 31, 2027;

25,000 RSUs shall vest on June 30, 2027;

25,000 RSUs shall vest on September 30, 2027; and

25,000 RSUs shall vest on December 31, 2027.

Amendment No. 4 to CFO Consulting Agreement

Notwithstanding the foregoing vesting

schedule, upon any Change of Control of the Company, all RSUs described above that have not yet vested shall immediately and automatically

become fully vested, subject to the Change of Control exclusion set forth below. In the event of termination of the Agreement by the

Company other than for Cause, the Consultant shall continue to vest in the RSUs in accordance with the original vesting schedule throughout

the six (6) month termination notice period, including where the Company elects to provide payment in lieu of notice, regardless of whether

services are required during such period. Any RSUs remaining unvested following the expiration of such six (6) month period shall be

forfeited without consideration, unless the Consultant or Anna Skowron continues to serve the Company in any capacity as an employee

or consultant, in which case all unvested RSUs shall continue to vest in accordance with the original vesting schedule for so long as

such service continues, regardless of any change in title, position, responsibilities, or form of engagement. Any RSUs that have not

vested as of the date of a termination of the Agreement for Cause or by the Consultant shall be forfeited without consideration. All

RSUs that vest, including RSUs accelerated under this Section, shall be issued promptly as and when they vest, subject to the satisfaction

of any applicable tax withholding obligations.

The Company shall use commercially reasonable

efforts to register the common shares underlying the RSUs on its next Form S-8 registration statement filed following the effective date

of this Amendment. Until registered, any common shares issued upon settlement of vested RSUs shall be restricted securities and shall

bear customary legends. All RSUs and any common shares issued upon settlement shall remain subject to applicable securities laws, the

Company’s insider trading policy and any applicable stock exchange rules.

For purposes of this Amendment, “Change

of Control” means any transaction or series of related transactions resulting in (a) the sale or transfer of all or substantially

all of the Company’s assets, (b) a merger, consolidation, amalgamation or similar transaction after which the persons who held

voting control of the Company immediately before such transaction no longer hold a majority of the voting power of the surviving or resulting

entity, or (c) any person or group acquiring more than fifty percent (50%) of the voting power of the Company, provided, however, that

a Change of Control shall exclude any Change of Control resulting solely from a potential acquisition transaction under evaluation by

the Company as of the date of this Amendment, if such transaction is ultimately approved and consummated.

3. Term and Automatic Renewal

Effective September 1, 2026, the engagement

shall continue for a term of one (1) year ending August 31, 2027 (the “Initial Term”). Thereafter, the Agreement shall automatically

renew for successive one (1) year terms (each, a “Renewal Term”) unless terminated in accordance with Section 4 below. For

greater certainty, renewal shall be automatic and shall not be subject to the unilateral discretion of the Company.

4. Termination

The Company may terminate the Agreement

upon six (6) months’ prior written notice to the Consultant, or immediately upon written notice for Cause. If the Company terminates

the Agreement other than for Cause and provides less than six (6) months’ notice, the Company shall pay the Consultant, as payment

in lieu of notice, an amount equal to the monthly retainer that would have been payable for the remainder of the six (6) month notice

period, conditioned upon the Consultant’s and Anna Skowron’s execution and non-revocation of a general release in favor of

the Company. Such amount shall be in addition to all accrued and unpaid fees and any vested or accelerated equity compensation owing

under this Amendment. No payment in lieu of notice shall be payable upon termination for Cause.

Any termination by the Company other

than for Cause shall result in the continued vesting of outstanding RSUs during the six (6) month termination notice period, including

any period covered by payment in lieu of notice, in accordance with Section 2 of this Amendment.

5. Discretionary Annual Cash Bonus

The Consultant shall be eligible for

a discretionary annual cash bonus. The discretionary annual cash bonus will be based on the achievement of financial planning and cash

flow management; liquidity and timely and accurate financial reporting; successful completion and integration of M&A transactions;

development and execution of financial strategies; effective budgeting, forecasting, and cost management; investor relations and capital

markets activities; and other applicable financial, strategic, and operational milestones and performance factors.

Amendment No. 4 to CFO Consulting Agreement

6. Additional RSU Grants

In addition to the RSUs described in

Section 2, the Company’s Board of Directors (or its compensation committee) may, in its sole discretion, consider additional RSU

grants to Anna Skowron or her permitted designees during calendar year 2027. Any such additional RSU grants shall be subject to approval

by the Company’s Board of Directors (or its compensation committee) and, as applicable, the terms of the Plan and the availability

of shares reserved for issuance under the Plan, and nothing in this Section shall obligate the Company to make any additional RSU grants.

Any grants under the Plan shall be to a natural person. RSU grants outside of the Plan shall be subject to shareholder approval.

7. Priority and No Other Changes

This Amendment supersedes and replaces

any inconsistent provisions of the Agreement or prior amendments solely with respect to the matters expressly addressed herein, including

compensation, overtime or excess-hours billing, equity compensation, term and renewal, and termination notice and payment. Except as

expressly amended by this Amendment, all other terms and conditions of the Agreement, Amendment No. 1, Amendment No. 2 and Amendment

No. 3 shall remain unchanged and in full force and effect.

8. Counterparts and Electronic Signatures

This Amendment may be executed in counterparts,

each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered

electronically or by electronic signature platform shall be deemed effective as originals.

IN WITNESS WHEREOF, the parties have

executed this Amendment on October 26, 2026.

GRIDAI TECHNOLOGIES CORP.

BPC CONSULTING LTD.

By:

Name: Jason Sawyer

Name: Anna Skowron

Title: Chief Executive Officer

Title: Director

Amendment No. 4 to CFO Consulting Agreement

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