▸ A failure of our information technology (“IT”) and data security infrastructure could adversely affect our business and operations.· · · · ● 1 ▸ Acceptance of digital assets, including stablecoins, as consideration in our transactions may expose us to volatility, regulatory uncertainty and accounting complexity, which could adversely affect our financial results.· · · · ● 1 ▸ Any failure to offer high-quality technical support services may adversely affect Grid AI Corp’s relationships with its customers and adversely affect our financial results.· · · · ● 1 ▸ Any of the foregoing could materially and adversely affect our business, financial condition, results of operations, liquidity, and prospects, and could cause the price of our Common Stock to decline.· · · · ● 1 ▸ As of May 1, 2026, we also have 38,801.546 shares of Series H Preferred Stock outstanding, each share of which is automatically convertible into 1,000 shares of Common Stock into 1,000 shares of Common Stock, upon shareholder approval.· · · · ● 1 ▸ Because this business is relatively new within our corporate structure and materially different from our historic operating profile, our management, internal controls and investor disclosures may be subject to heightened execution risk.· · · · ● 1 ▸ Changes in the U.S. trade environment, including the imposition of import tariffs, could adversely affect the amount or timing of our revenues, results of operations or cash flows.· · · · ● 1 ▸ Grid AI Corp. currently has no major customers.· · · · ● 1 ▸ Grid AI Corp. plans to use artificial intelligence in its business, and challenges with properly managing its use could result in harm to our brand, reputation, business or customers, and adversely affect our results of operations.· · · · ● 1 ▸ Grid AI Corp.’s limited operating history makes evaluating its business and prospects difficult.· · · · ● 1 ▸ Grid Ai Corp.’s future growth will depend on developing and commercializing our AI data center platform.· · · · ● 1 ▸ If Grid AI Corp. is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business could be adversely affected.· · · · ● 1 ▸ If the acquired business underperforms expectations, or if integration is not successful, our business, financial condition and results of operations could be materially adversely affected.· · · · ● 1 ▸ If we are unable to maintain stable and effective leadership, our business and reporting quality may be adversely affected.· · · · ● 1 ▸ Increased scrutiny from stakeholders and regulators regarding sustainability practices and disclosures, including those related to sustainability, and disclosure could result in additional costs and adversely impact our business and reputation.· · · · ● 1 ▸ Negative attitudes toward renewable energy projects from the U.S. government, other lawmakers and regulators, and activists could adversely affect our business, financial condition and results of operations.· · · · ● 1 ▸ Our 2025 business transformation through the acquisition of Grid AI Corp. may not succeed, and we may fail to realize the anticipated benefits of that transaction.· · · · ● 1 ▸ Our and Grid AI Corp’s failure to adequately secure, protect and enforce our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.· · · · ● 1 ▸ Our energy technology business exposes us to risks that are different from our historical biopharmaceutical business.· · · · ● 1 ▸ Our market estimates and assumptions may prove inaccurate.· · · · ● 1 ▸ Revolving Loan Agreement as a result of its failure to repay amounts due at maturity, and the lender has issued a demand for repayment of the outstanding amounts.· · · · ● 1 ▸ group Risks Related to Grid Ai Corp.’s Business and Industry· · · · ● 1 ▸ Severe weather events, including the effects of climate change, are inherently unpredictable and may have a material adverse effect on our financial results and financial condition.· · · · ● 1 ▸ The distributed generation industry is emerging and our distributed generation offerings may not receive widespread market acceptance.· · · · ● 1 ▸ These instruments may significantly dilute existing stockholders, both economically and voting-wise, if converted, exercised or settled in shares.· · · · ● 1 ▸ We expect to face significant competition in the Grid AI Corp.’s industry.· · · · ● 1 ▸ We experienced significant board and management turnover during the fourth quarter of 2025, and instability in governance and leadership could adversely affect our business.· · · · ● 1 ▸ Additional offerings in the future may dilute then existing stockholders’ percentage ownership of our Company.· · · ● ● 2 ▸ Our level of indebtedness and our ability to make payments on or service our indebtedness could adversely affect our business, financial condition, results of operations, cash flow and liquidity.· · · ● ● 2 ▸ Adverse global conditions, including economic uncertainty, may negatively impact our financial results.· ● ● ● ● 4 ▸ Any delay in obtaining, or inability to obtain, applicable regulatory approvals would prevent us from commercializing our product candidates.· ● ● · ● 3 ▸ Any of these events could prevent us from achieving or maintaining market acceptance of the particular product, if approved, and could significantly harm our business, results of operations and prospects.· ● ● ● ● 4 ▸ Any product candidate we advance into and through clinical trials may cause unacceptable adverse events or have other properties that may delay or prevent their regulatory approval or commercialization or limit their commercial potential.· ● ● ● ● 4 ▸ Disruptions in the global economy and supply chains may have a material adverse effect on our business, financial condition and results of operations.· ● ● ● ● 4 ▸ Global conditions, dislocations in the financial markets, any negative financial impacts affecting United States as a result of tax reform or changes to existing trade agreements or tax conventions, may adversely impact our business.· ● ● ● ● 4 ▸ If we are unable to execute our sales and marketing strategy for our products and are unable to gain market acceptance, we may be unable to generate sufficient revenue to sustain our business.· ● ● ● ● 4 ▸ If we or our partners are sued for infringing intellectual property rights of third parties, it will be costly and time consuming, and an unfavorable outcome in that litigation would have a material adverse effect on our business.· ● ● ● ● 4 ▸ Our success will depend upon intellectual property, proprietary technologies and regulatory market exclusivity periods, and we may be unable to protect our intellectual property.· ● ● ● ● 4 ▸ Provisions in our Charter, our amended and restated by-laws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the trading price of our Common Stock.· ● ● ● ● 4 ▸ Requirements associated with being a public company will increase our costs significantly and will divert significant company resources and management attention.· ● ● ● ● 4 ▸ Risks Related to Our Business, Financial Position and Capital Requirements· ● ● ● ● 4 ▸ Risks Related to our Biopharmaceutical Operation, Clinical Development, Regulatory Approval and Commercialization· ● ● ● ● 4 rw ▸ Risks Related to our Intellectual Property in the Biopharmaceutical Industry· ● ● ● ● 4 rw ▸ group Risks Related to our Securities· ● ● ● ● 4 ▸ Significant disruptions of information technology systems or breaches of data security could materially adversely affect our business, results of operations and financial condition.· ● ● ● ● 4 ▸ We may incur substantial product liability or indemnification claims relating to the use of our product candidates.· ● ● ● ● 4 ▸ We may use biological materials and may use hazardous materials, and any claims relating to improper handling, storage or disposal of these materials could be time consuming or costly.· ● ● ● ● 4 rw ▸ We operate as a clinical stage biopharmaceutical company with relation to our retained biopharmaceutical assets but have a limited operating history upon which to base an investment decision.· ● ● ● ● 4 rw ▸ We will face intense competition and may not be able to compete successfully.· ● ● ● ● 4 ▸ We will need to grow the size of our organization, and we may experience difficulties in managing this growth.· ● ● ● ● 4 ▸ We do not expect to consummate certain previously disclosed proposed transactions.· · · ● · 1 ▸ Company stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the transactions.· · ● · · 1 ▸ Defaults under the Amended Credit Agreement or the Shareholders Notes could result in a substantial loss of our assets.· · ● · · 1 ▸ If we experience disruptions to our business relationships with our licensors, we could lose the ability to continue to source, develop and commercialize our product candidates, including ultimately losing our rights to such product candidates.· · ● ● · 2 ▸ The failure to successfully integrate the businesses of the Company and IMGX in the expected timeframe would adversely affect our future results.· · ● · · 1 ▸ The issuance or conversion of securities would result in significant dilution in the equity interest of existing stockholders and adversely affect the marketplace of the securities.· · ● · · 1 ▸ We rely on third parties to manufacture our product candidates.· · ● ● · 2 rw ▸ While we have entered into the non-binding Niclosamide LOI for the Niclosamide Sale, there is no assurance that the Niclosamide Sale will be completed on the terms contained in the Niclosamide LOI or otherwise.· · ● · · 1 ▸ Geopolitical risks associated with Russia’s invasion of Ukraine and Israel’s war with Hamas could result in increased market volatility and uncertainty, which could negatively impact our business, financial condition, and results of operations.· ● ● ● · 3 rw ▸ Alternatively, as a result of sales of additional shares of common stock made on November 30, 2021, at a price of $2.1657 per share, pursuant to our At The Market Agreement dated May 26, 2021 (the “ATM Agreement”)● · · · · 1 ▸ Although our Common Stock is currently listed on the Nasdaq Capital Market, there is limited trading activity. We can give no assurance that an active market will● · · · · 1 ▸ group Although we maintain workers’ compensation insurance to cover us for● · · · · 1 ▸ Any product candidate we advance into and through clinical trials may cause unacceptable adverse events or have other● · · · · 1 ▸ Any product candidates we advance into and through clinical development are subject to extensive regulation, which can be● · · · · 1 ▸ group Any product liability or professional liability claim brought against● · · · · 1 ▸ Because niclosamide is a small molecule it would be subject either to three or five year exclusivity, depending on the regulatory pathway of any clinical trials.● · · · · 1 ▸ Because the results of preclinical studies and early clinical trials are not necessarily predictive of future results, any● · · · · 1 ▸ Changes in healthcare law and implementing regulations, including government restrictions on pricing and reimbursement, as● · · · · 1 ▸ Clinical Health Act of 2009, and its implementing rules and regulations, as well as regulations promulgated by the Federal Trade Commission and state breach notification laws.● · · · · 1 ▸ Clinical trials must be conducted in accordance with current cGCPs or other applicable foreign government guidelines governing the design, safety monitoring, quality assurance and ethical considerations associated with clinical studies. Clinical● · · · · 1 ▸ Disruptions in national or international shipments and deliveries could impede our ability to distribute product to trial sites in a timely manner. Any of the foregoing factors could delay our ability to conduct clinical trials or release● · · · · 1 ▸ Due to the significant resources required for the development of our product candidates, we must prioritize development of● · · · · 1 ▸ Even if we have or obtain patents covering our product candidates or compositions, we may still be barred from making, using and selling our product candidates or● · · · · 1 ▸ From time to time, we may form or seek strategic alliances, create joint ventures or collaborations or enter into additional licensing arrangements with third● · · · · 1 ▸ If our common stock were delisted from Nasdaq, trading of our common stock would most likely take place on an over-the-counter market● · · · · 1 ▸ If our operations are found to be in violation of any such health care laws and regulations, we may be subject to penalties, including administrative, civil and● · · · · 1 ▸ If the holders of Series B Preferred Stock who did not enter into Waivers with us elect to exchange into the March 2022 Offering, up to 1,482,153 additional shares of Common Stock may be issued pursuant to the Series B Exchange Right in excess of● · · · · 1 ▸ If the holders of our Series B Preferred Stock exercise their Series B Exchange Rights, it will result in certain dilution to our stockholders,● · · · · 1 ▸ group If we are not able to effectively expand our organization by hiring● · · · · 1 ▸ If we are not successful in recruiting sales and marketing personnel or in building a sales and marketing infrastructure, or if we do not successfully enter into● · · · · 1 ▸ If we elect or are forced to suspend or terminate a clinical trial for niclosamide and adrulipase the commercial prospects for that product candidate will be harmed● · · · · 1 ▸ If we fail to attract and retain key management and clinical development personnel, we may be unable to successfully develop or commercialize our product candidates.● ● ● ● · 4 rw ▸ If we or any of our independent contractors, consultants, collaborators, manufacturers, vendors or service providers fail to● · · · · 1 ▸ group If we or our partners are sued● · · · · 1 ▸ group In August 2019, management was advised that it was a victim of a● · · · · 1 ▸ In February 2022, we entered into Waivers with certain holders of Series B Preferred Stock, pursuant to which we agreed to pay a cash waiver fee equal to ten percent of the stated value of the shares of Series B● · · · · 1 ▸ Jumpstart Our Business Startups Act of 2012, we are no longer able to take advantage of certain exemptions from various reporting requirements that were previously available to us, but which were not available to other public companies that● · · · · 1 ▸ Legal actions to enforce our proprietary rights (including patents and trademarks) can be expensive and may involve the diversion of significant management time. In● · · · · 1 ▸ Many of these factors are beyond our control. The stock markets in general, and the market for pharmaceutical and biotechnological companies in particular, have● · · · · 1 ▸ group Niclosamide API is obtained by chemical synthesis and is currently● · · · · 1 ▸ Niclosamide and adrulipase, if successfully developed and approved, will compete with established therapies, as well as new treatments that may be introduced by our competitors. Many of our competitors have significantly greater financial,● · · · · 1 ▸ Niclosamide is not entitled to the same 12-year exclusivity as our biologic product candidates.● · · · · 1 ▸ Obtaining and maintaining a patent portfolio entails significant expense and resources. Part of the expense includes periodic maintenance fees, renewal fees, annuity● · · · · 1 ▸ On July 16, 2020, we consummated a private placement offering (the “Series B Private Placement”) in which we issued an● · · · · 1 ▸ On November 26, 2021, we received notice from the Listing Qualifications Staff of Nasdaq indicating that we were not in compliance with the● · · · · 1 ▸ Our Board created a series of preferred stock designated as Series C Preferred Stock (“Series C Preferred Stock”), of which● · · · · 1 ▸ Our Board has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board also has the authority to● · · · · 1 ▸ Our Series B Preferred Stock gives its holders the preferred right to our assets upon liquidation and the right to receive dividend payments at● · · · · 1 ▸ Our ability or the ability of our collaborators to commercialize any of our product candidates that we successfully develop may depend, in part, on the extent to● · · · · 1 ▸ Our clinical trials will compete with other clinical trials for product candidates that are in the same therapeutic areas as our product candidates. This competition● · · · · 1 ▸ Our decisions concerning the allocation of research, development, collaboration, management and financial resources toward particular product candidates or● · · · · 1 ▸ Our employees and independent contractors, including principal investigators, consultants, commercial collaborators, service● · · · · 1 ▸ group Our future financial performance and our ability to commercialize our● · · · · 1 ▸ group Our management and other personnel need to devote a substantial amount● · · · · 1 ▸ Our obligations to the holders of the Series B Preferred Stock and any future holders of any additional series of preferred stock we may issue● · · · · 1 ▸ Our operations to date have been limited to organizing and staffing, acquiring, developing and securing the proprietary rights for, and undertaking pre-clinical● · · · · 1 ▸ Our product candidates are at an early stage of development and may not be successfully developed or commercialized.● ● ● ● · 4 ▸ Our product candidates may cause undesirable side effects or have other properties that could delay or prevent their● · · · · 1 ▸ group Our success also depends upon our ability and the ability of any of● · · · · 1 ▸ Our success depends on obtaining and maintaining proprietary rights to our product candidates for the treatment of age-related diseases, as well as successfully● · · · · 1 ▸ group Our success will depend upon● · · · · 1 ▸ group Our success will depend, in large part, on obtaining and maintaining● · · · · 1 ▸ Preferred Stock held by such holder (other than holders who are insiders of our company), and such holder agreed to irrevocably waive its Series B Exchange Right with respect to any Subsequent Financing that occurs from and after the date of the● · · · · 1 ▸ Preferred Stock, voting as a separate class, also have customary consent rights with respect to certain corporate actions, including the issuance of an increased number of shares of Series B Preferred Stock, the establishment of any capital stock● · · · · 1 ▸ group Provisions in our Charter, our amended and restated● · · · · 1 ▸ Provisions of our Charter, our amended and restated by-laws and Delaware law may have the● · · · · 1 ▸ Regulation, or GDPR, No. 2016/679, which entered into force on May 25, 2018 and is applicable personal data that we process in relation to our presence in the EU, the offering of products or services to individuals in the EU or the monitoring● · · · · 1 ▸ Regulatory agencies, IRBs or data safety monitoring boards may at any time recommend the temporary or permanent discontinuation of our clinical trials or request● · · · · 1 ▸ Results of current and future clinical trials of niclosamide and adrulipase could reveal a high and/or unacceptable severity and frequency of these or other side● · · · · 1 ▸ Rights of the Series B Preferred Stock (the “Series B Certificate of Designations”), we may be required to issue additional securities to the investors who purchased shares of our Series B Preferred Stock and related warrants to purchase shares● · · · · 1 ▸ Science Co., Ltd, respectively.● · · · · 1 ▸ September 30, 2021 was below the required minimum of $2.5 million, and because, as of November 24, 2021, we did not meet the alternative compliance standards, relating to the market value of listed securities of $35 million or net income from● · · · · 1 ▸ group Since we are no longer an “emerging growth company” as defined in the● · · · · 1 ▸ Stock who elect to exercise their Series B Exchange Right into shares of common stock. In any event, we anticipate that we would convert any shares of Series C Preferred Stock to be issued pursuant to the Series B Exchange Right into underlying● · · · · 1 ▸ The approval processes of regulatory authorities are lengthy, time consuming, expensive and inherently unpredictable. If we● · · · · 1 ▸ The clinical development, manufacturing, labeling, storage, record-keeping, advertising, promotion, import, export, marketing and distribution of our product● · · · · 1 ▸ group The continued spread of COVID-19 globally could adversely affect our● · · · · 1 ▸ group The patent application process is subject to numerous risks and● · · · · 1 ▸ The potential pricing and reimbursement environment for niclosamide, adrulipase and any future drug products may change in the future and become more challenging due● · · · · 1 ▸ group The risk of a security breach or disruption, particularly through● · · · · 1 ▸ group The spread of COVID-19 has affected segments of the global economy and● · · · · 1 ▸ group The spread of COVID-19, or another infectious disease, could also● · · · · 1 ▸ The time and expense of the approval process, as well as the unpredictability of clinical trial results and other contributing factors, may result in our failure to● · · · · 1 ▸ The time required to obtain approval by the FDA and comparable foreign authorities is unpredictable, but typically takes many years following the commencement of● · · · · 1 ▸ The timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient number of patients● · · · · 1 ▸ The trading market for our shares is influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any● · · · · 1 ▸ group The uncertain nature, scope, magnitude, and duration of hostilities● · · · · 1 ▸ group There is a substantial amount of litigation involving patent and other● · · · · 1 ▸ There is no guarantee that any CROs, investigators and other third parties upon which we rely for administration and conduct of our clinical trials will devote● · · · · 1 ▸ To raise additional capital, we may in the future offer additional shares of common stock or other securities convertible into or exchangeable● · · · · 1 ▸ Unacceptable adverse events caused by niclosamide and adrulipase in clinical trials could cause us or regulatory authorities to interrupt, delay or halt clinical● · · · · 1 ▸ group Under the EU regulation and notably the General Data Protection● · · · · 1 ▸ Under the Series B Certificate of Designations, in the event we effect any issuance of Common Stock or Common Stock equivalents for cash● · · · · 1 ▸ We are completely dependent on these third parties for product supply and our niclosamide and adrulipase development programs would be adversely affected by a● · · · · 1 ▸ We are dependent on our management team and clinical development personnel and our success will depend on their continued service, as well as our ability to attract● · · · · 1 ▸ We are exposed to the risk that our employees and independent contractors, including principal investigators, consultants, any future commercial collaborators,● · · · · 1 ▸ group We cannot predict all of the possible harms or side effects that may● · · · · 1 ▸ group We cannot presently predict the scope and severity of any potential● · · · · 1 ▸ group We collect and maintain information in digital form that is necessary● · · · · 1 ▸ We currently have Series B Preferred Stock outstanding and may be required to issue additional shares of● · · · · 1 ▸ We currently have approximately 645.20 shares of Series B Preferred Stock outstanding with a● · · · · 1 ▸ group We currently rely, and for the foreseeable future will continue to● · · · · 1 ▸ We do not expect to have the resources or capacity to commercially manufacture any of our proposed products, if approved, and will likely continue to be dependent● · · · · 1 ▸ We do not have the ability to conduct all aspects of our preclinical testing or clinical trials ourselves. We use contract research organizations (CROs) to conduct● · · · · 1 ▸ group We face an inherent risk of product liability exposure based on the● · · · · 1 ▸ group We have implemented business continuity plans designed to address and● · · · · 1 ▸ We have incurred significant losses and negative cash flows from our operations since inception. As of December 31, 2021, we had accumulated deficit of approximately $153.9● · · · · 1 ▸ We have never paid and do not intend to pay cash dividends on our Common Stock. As a result, capital appreciation, if any,● · · · · 1 ▸ We have never paid cash dividends on any of our capital stock and we currently intend to retain future earnings, if any, to fund the development and growth of our● · · · · 1 ▸ We have no commercial infrastructure. In order to commercialize products that are approved for marketing, we must either establish our own sales● · · · · 1 ▸ We have no products approved for sale. Niclosamide, which we acquired in 2021, and adrulipase are in the early stages of clinical● · · · · 1 ▸ We intend to develop a pipeline of product candidates to treat GI and other diseases. Due to the significant resources required for the development of product● · · · · 1 ▸ We intend to rely on our ability to obtain and maintain a regulatory period of market exclusivity for any of our product candidates, including niclosamide and● · · · · 1 ▸ We may experience difficulties in patient enrollment in our clinical trials for a variety of reasons. The timely completion of clinical trials in accordance with● · · · · 1 ▸ group We may never gain significant● · · · · 1 ▸ We may not be able to enter into collaboration agreements on terms acceptable to us or at all. In addition, even if we enter into such● · · · · 1 ▸ group We may use hazardous materials, including chemicals and biological● · · · · 1 ▸ group We operate in highly competitive segments of the biotechnology and● · · · · 1 ▸ We rely on third parties to conduct our clinical trials. If these third parties do not meet our deadlines or otherwise conduct● · · · · 1 ▸ We rely on third parties to manufacture our product candidates, including niclosamide and adrulipase. The proprietary yeast cell line from which the adrulipase API● · · · · 1 ▸ group We use biological materials and● · · · · 1 ▸ group We will need to grow the size● · · · · 1 ▸ group We would also be exposed to a risk of loss or litigation and potential● · · · · 1 ▸ Our Common Stock is currently listed for trading on The Nasdaq Stock Market LLC. We must satisfy the continued listing requirements of Nasdaq, to maintain the listing of our Common Stock on The Nasdaq Stock Market LLC.● · ● ● ● 4 rw ▸ Healthcare reform and restrictions on reimbursements may limit our financial returns.● ● ● ● ● 5 ▸ If we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.● ● ● ● ● 5 rw ▸ Our ability to compete may decline if we do not adequately protect our proprietary rights.● ● ● ● ● 5 ▸ Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our Common Stock.● ● ● ● ● 5 rw ▸ The limited public market for our securities may adversely affect an investor’s ability to liquidate an investment in us.● ● ● ● ● 5 ▸ We intend to rely on market exclusivity periods that may not be or remain available to us.● ● ● ● ● 5 ▸ We may be required to suspend, repeat or terminate our clinical trials if they are not conducted in accordance with regulatory requirements, the results are negative or inconclusive or the trials are not well designed.● ● ● ● ● 5 rw ▸ We may form or seek strategic alliances or enter into additional licensing arrangements in the future, and we may not realize the benefits of such alliances or licensing arrangements.● ● ● ● ● 5 rw 
