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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): September 16, 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
On
September 23, 2026, Vertical Data Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”)
a Current Report on Form 8-K (the “Original Form 8-K”), to report the issuance of equity compensation to certain officers
and the directors of the Company and to report the matters submitted to a vote of the holders of the Company’s common stock at
the Company’s 2026 Annual Meeting of Stockholders, which was held on September 17, 2026 (the “Annual Meeting”). The
Company is filing this Amendment No. 1 to the Current Report on Form 8-K/A (this “Amendment No. 1”) to amend the Original
Form 8-K solely to file a copy of the file-stamped Certificate of Amendment (the “Certificate of Amendment”) to the
Articles of Incorporation of the Company (the “Articles of Incorporation”) as Exhibit 3.2 to this Amendment No. 1,
which was filed with the Secretary of State of the State of Nevada (the “Nevada Secretary of State”) on September
24, 2026. The file-stamped Certificate of Amendment filed as Exhibit 3.2 to this Amendment No. 1 was not available when the Company filed
the Original Form 8-K with the SEC. The Company received written confirmation that the file-stamped Certificate of Amendment had been
filed with the Nevada Secretary of State on September 24, 2026 and was deemed effective on such date.
The
Company had disclosed in the Original Form 8-K that it would file an amendment to such filing to include as an exhibit a copy of the
file-stamped Certificate of Amendment filed with the Nevada Secretary of State. Under Nevada law, a document issued by the Nevada Secretary
of State that bears an official endorsement, digital seal, time/date stamp, or file-stamp, such as Exhibit 3.2 filed under this Amendment
No. 1, indicates that such document has been formally filed and accepted into the State of Nevada’s public record. In addition,
certain formatting modifications were made to the Certificate of Amendment reflected in Exhibit 3.2 to this Amendment No. 1 in order
to be accepted by the digital commercial portal of the Nevada Secretary of State; however, no substantive changes were made that would
edit, alter, modify, expand, or limit any rights, powers, preferences, or provisions set forth in the Certificate of Amendment that was
filed as an exhibit to the Original Form 8-K.
For
ease of reference, the Company is including as Exhibits to this Amendment No. 1 both of the Company’s charter document proposals
(the Amended and Restated Bylaws (Exhibit 3.1) and the Certificate of Amendment to the Articles of Incorporation (Exhibit 3.2)) that
were approved by the Company’s stockholders at the Annual Meeting. Except as described above, all other information in, and the
exhibits to, the Original Form 8-K, remain unchanged.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 3.1 |
|
Amended and Restated Bylaws of Vertical Data Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (Commission File No. 000-56812) filed with the Securities and Exchange Commission on September 23, 2026) |
| 3.2 |
|
Certificate of Amendment to the Articles of Incorporation of Vertical Data Inc. |
| 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: October 2, 2026 |
|
| |
|
| |
VERTICAL
DATA INC. |
| |
|
| |
By: |
/s/
Deven Soni |
| |
Name: |
Deven
Soni |
| |
Title: |
Chairman
and Chief Executive Officer |
