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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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 30, 2026
Vertical
Data Inc.
(Exact
name of Registrant as specified in its charter)
| Nevada |
|
000-56812 |
|
99-2841705 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1980
Festival Plaza Drive, Suite 300
Las
Vegas, Nevada 89135
(Address
of Principal Executive Offices)
(888)
462-3453
(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 (see General Instruction A.2. below):
| ☐ |
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: None
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| — |
|
— |
|
— |
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.0001 per share
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 of Vertical Data Inc. (the “Company”) originally filed with the Securities and Exchange Commission on November 5, 2026 (the “Original
Form 8-K”), which reported the closing of the Company’s private placement on November 2, 2026 (the “Private Placement”) in which it issued an aggregate of 1,413,640 shares of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”), at an offering price of $3.00 per share of Common Stock. The gross proceeds of the Private Placement are expected to be approximately $4.2 million, before deducting offering expenses payable by the Company.
The
Company is furnishing this Amendment solely to refurnish pursuant to Item 7.01 of Form 8-K a corrected press release, which is attached
as Exhibit 99.1 to this Current Report on Form 8-K to correct and update references to advisory companies and their role in the Private
Placement (the “Corrected Press Release”). The Corrected Press Release amends and supersedes in its entirety the press
release furnished with the Original Form 8-K.
Except
as described above, this Amendment does not modify, amend or update any other information set forth in the Original Form 8-K, and the
Company has not otherwise updated the disclosures contained therein to reflect any events that have occurred after the date of the Original
Form 8-K.
Item
7.01. Regulation FD Disclosure.
On
November 6, 2026, the Company issued the Corrected Press Release. The Corrected Press Release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached
hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Exhibit
Description |
| 99.1 |
|
Corrected Press Release issued by Vertical Data Inc., dated November 6, 2026, related to the Private Placement |
| 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.
| Date:
November 9, 2026 |
|
| |
|
| |
VERTICAL
DATA INC. |
| |
|
| |
By: |
/s/
Deven Soni |
| |
Name: |
Deven
Soni |
| |
Title: |
Chairman
and Chief Executive Officer |
Exhibit 99.1
Vertical
Data Closes $4.24 Million Private Placement of Common Stock
B.
Riley Securities acted as placement agent for the offering, which comes as Vertical Data is actively pursuing an uplisting to a national
stock exchange in the near future
LAS
VEGAS, November 5, 2026 /ACCESS Newswire/ — Vertical Data Inc. (OTCQB: VDTA) (“Vertical Data” or the “Company”)
today announced the closing of an approximately $4.24 million private placement of common stock at $3.00 per share for an aggregate of
1,413,640 shares.
Goldman
Sachs & Co. LLC is acting as exclusive capital markets advisor to Vertical Data. B. Riley Securities acted as placement agent in
connection with the private placement.
“We
believe a disciplined approach to capital formation is fundamental to building long-term shareholder value,” said Chairman and
CEO Deven Soni. “By structuring this offering as a straightforward sale of common stock we are maintaining the simplicity and transparency
that guides our financing strategy across our platform. We are also actively pursuing an uplisting to a national stock exchange as part
of our broader strategy to support Vertical Data’s continued growth and expansion.”
In
connection with the offering, Vertical Data Chairman and CEO Deven Soni bought $500,000 with other insiders purchasing another approximately
$500,000 for a total of $1 million, representing approximately 24% of the total proceeds coming from insiders. B. Riley Securities, the
placement agent, also participated for $1,000,000. B. Riley Securities participated in a prior offering for $1,175,000 (including principals
and employees), which when combined with this offering amounts to a total of $2,175,000.
The
shares were offered and sold to accredited investors and to persons outside the United States in reliance on the exemptions from registration
under the Securities Act of 1933, as amended (the “Securities Act”). The Company is required to file a registration statement
with the U.S. Securities and Exchange Commission covering the resale of the shares within 30 days of the closing.
The
securities described above have not been registered under the Securities Act or any state securities laws and may not be offered or sold
in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute
an offer to sell or the solicitation of an offer to buy any securities, and there shall not be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful.
About
Vertical Data Inc.
Vertical
Data Inc. (OTCQB: VDTA) is an AI infrastructure company operating three platforms. VerticalData.io provides enterprise GPU provisioning
and managed infrastructure. GPU Financing arranges structured financing for GPU deployments. Vertical Edge holds equity in the data centers
the Company sources, develops, leases and manages. Together, the three platforms deliver hardware, financing and facilities under one
company. For more information, visit verticaldata.io/investor-relations.
Forward-Looking
Statements
This
press release contains statements that constitute forward-looking statements within the meaning of applicable securities laws. Many of
the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,”
“believe,” “could,” “expect,” “should,” “plan,” “intend,” “may,”
“predict,” “continue,” “estimate” and “potential,” or the negative of these terms or
other similar expressions. Forward-looking statements appear in a number of places in this press release and include, but are not limited
to, the Company’s intended uplisting of its common stock to a national securities exchange and plans to file a resale registration
statement for the shares sold in the private placement. These risks should not be construed as exhaustive and should be read together
with the other cautionary statements included in Vertical Data’s Annual Report on Form 10-K for the year ended September 30, 2025,
its Quarterly Reports on Form 10-Q for the quarters ended December 31, 2025, March 31, 2026 and June 30, 2026, as well as subsequent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. Any forward-looking statement speaks only as of the
date on which it was initially made. Vertical Data undertakes no obligation to publicly update or revise any forward-looking statement,
whether as a result of new information, future events, changed circumstances or otherwise, unless required by law.
Any
future exchange listing is subject to Vertical Data satisfying all applicable quantitative and qualitative listing standards, completing
the required application and review process, and receiving approval from the applicable exchange. There can be no assurance that the
Company will successfully complete an uplisting or that an uplisting will occur within any particular time frame.
Investor
Relations Contact
Meyling
Castillo Rios
Vertical Data Inc.
meyling@verticaldata.io
https://verticaldata.io/investor-relations/
