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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 17, 2026
HOST
DIGITAL INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42274 |
|
88-4128927 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
3800
North 28th Way, Unit# 1
Hollywood,
Florida, 33020
(Address
of Principal Executive Office) (Zip Code)
(305)
600-5004
(Registrant’s
telephone number, including area code)
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 |
| Class
A common stock |
|
HOST |
|
NYSE
American |
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.
Explanatory
Note
This
Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Host Digital Inc. (the “Company”)
with the Securities and Exchange Commission on September 21, 2026 (the “Original Form 8-K”) solely to correct the name of
one of the underwriters identified in Schedule A to the Underwriting Agreement, dated September 17, 2026, by and between the Company
and Cantor Fitzgerald & Co., as representative of the several underwriters named therein (the “Underwriting Agreement”),
filed as Exhibit 1.1 to the Original Form 8-K.
Schedule
A to the Underwriting Agreement inadvertently identified Muriel Siebert & Co., LLC as “Siebert Williams Shank & Co, LLC.”
The corrected Underwriting Agreement is filed as Exhibit 1.1 to this Amendment.
Except
as described above, this Amendment does not amend, update or otherwise modify any other information contained in the Original Form 8-K.
| Item
9.01 | Financial
Statements and Exhibits. |
(c)
Exhibits
| Exhibit
Number |
|
Description |
| 1.1* |
|
Underwriting Agreement, dated September 17, 2026, by and between the Company and Cantor Fitzgerald & Co. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Certain
exhibits, schedules and annexes to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees
to furnish supplementally a copy of any omitted exhibits, schedules or annexes to the SEC upon its request. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
HOST
DIGITAL INC. |
| |
|
|
| Date: |
September
22, 2026 |
By: |
/s/
John Ollet |
| |
|
John
Ollet |
| |
|
Chief
Financial Officer |