GridAI Technologies Corp. filed a Form 8-K on October 28, 2026, disclosing a $1,500,000 advance made on October 22, 2026 to Pronghorn Resources, LLC and the issuance of a Third Amended and Restated Secured Convertible Note with an aggregate principal amount of $5,000,000.

Key Highlights

  • Fourth Advance: GridAI Technologies Corp. advanced an additional $1,500,000 to Pronghorn Resources, LLC on October 22, 2026.
  • Aggregate Principal: The Third Amended and Restated Secured Convertible Note reflects a total principal amount of $5,000,000, combining all advances since July 17, 2026.
  • Maturity Date: The note matures on the earlier of December 31, 2026, or the consummation of a Change of Control Transaction as defined in the note.
  • Interest Rate: Interest accrues on the Payment Amount from and after the Maturity Date at an annual rate of seven percent (7%), payable in cash.
  • Conversion Right: Upon a payment Event of Default, the company has the right to convert all or part of the Payment Amount into membership interests of Pronghorn equal to ten percent (10%) of Pronghorn's fully diluted capitalization as of the conversion date.
  • Security Agreement Amended: A Third Amendment to Security Agreement was also entered into on October 22, 2026, updating the definition of "Note" to refer to the Third Amended and Restated Secured Convertible Note.

GridAI's Accumulated Lending to Pronghorn Resources Reaches $5,000,000

According to the filing, GridAI Technologies Corp. (NASDAQ:GRDX), headquartered at 433 Plaza Real, Suite 275, Boca Raton, Florida, first loaned $2,000,000 to Pronghorn Resources, LLC on July 17, 2026, under a Secured Convertible Note and an accompanying Security Agreement. The company subsequently advanced an additional $964,000 on September 4, 2026, and a further $536,000 on October 1, 2026. Each prior advance prompted an amendment and restatement of the note and an amendment to the Security Agreement, the filing states.

The October 22, 2026 advance of $1,500,000 represents the fourth advance disclosed. In connection with it, Pronghorn issued to GridAI a Third Amended and Restated Secured Convertible Note in the principal amount of $5,000,000, reflecting all amounts advanced to date, according to the filing. The note carries a post-maturity interest rate of 7% per year on the Payment Amount, payable in cash, and matures no later than December 31, 2026.

The filing describes the Events of Default as including, 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 Amended and Restated Secured Convertible Note becomes, at GridAI's election, immediately due and payable in cash in the Default Amount or convertible into Pronghorn membership interests representing ten percent (10%) of its fully diluted capitalization. The note also contains, according to the filing, "customary representations, warranties and affirmative and negative covenants, including restrictions on Pronghorn incurring indebtedness or liens other than as permitted thereunder."

What Was Disclosed

GridAI Technologies Corp. disclosed a fourth advance of $1,500,000 to Pronghorn Resources, LLC, bringing the total principal under a Third Amended and Restated Secured Convertible Note to $5,000,000, along with a corresponding amendment to the Security Agreement, both dated October 22, 2026.