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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): August 17, 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.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment
of Interim Chief Financial Officer
Vertical
Data Inc. (the “Company”) announced that, effective August 17, 2026, Christopher S. Downs was appointed to serve as the
Company’s Interim Chief Financial Officer as well as the Company’s principal financial officer and principal accounting officer.
Mr. Downs has agreed to serve on an interim basis pending the appointment of a permanent Chief Financial Officer of the Company.
Mr.
Downs, age 48, has served as President of Lincoln Hall Advisors LLC, a Wyoming
limited liability company, (“Lincoln Hall Advisors”), a corporate finance and strategic advisory firm serving publicly traded
companies, since May 2026. Mr. Downs previously
served as the Chief Financial Officer of CNS Pharmaceuticals, Inc. (Nasdaq: CNSP), a biotechnology company listed on the Nasdaq Capital
Market, from
November 2019 through March 2026 and as Senior Vice President–Finance of CNS Pharmaceuticals from March 2026 through May 2026.
From March 2021 to August 2024, Mr. Downs served as a member of the board of directors and Chair of the Audit Committee of EBET, Inc.
(Nasdaq: EBET), a technology company developing and operating platforms focused on esports and competitive gaming. From April 2018 to
November 2019, Mr. Downs served as Vice President of Finance and Treasurer of Innovative Aftermarket Systems, L.P., a privately held
provider of finance and insurance solutions. From June 2011 through March 2018, Mr. Downs was employed by InfuSystem Holdings, Inc. (NYSE
American: INFU), a supplier of infusion services to oncologists in the United States in the following capacities: Director of Finance
(June 2011- September 2013), Vice President and Treasurer (October 2013-August 2016),
Executive Vice President and Interim Chief Financial Officer (August 2016-March
2018). Mr. Downs also spent 10 years in investment banking with various firms including Citigroup,
Alterity Partners and Maren Group where he worked in mergers and acquisitions, finance and capital markets.
Mr. Downs is a Certified Public Accountant, a Certified Treasury Professional and a Certified Corporate FP&A Professional.
He holds an M.B.A. from Columbia Business School, an M.S. in Accounting from the University of Houston–Clear Lake and a B.S. in
Economics from the United States Military Academy at West Point.
Mr. Downs will provide
services to the Company as Interim Chief Financial Officer through Lincoln Hall Advisors, of which Mr. Downs is the President and sole
member, pursuant to a Consulting Agreement, entered into as of August 1, 2026 (the “Effective Date”), between the Company
and Lincoln Hall Advisors (the “Consulting Agreement”). The term (the “Term”) of the Consulting Agreement began
on the Effective Date and will continue until either the Company or Lincoln Hall Advisors terminates the agreement, which either party
may do at any time, for any reason or no reason, by giving the other party 30 days’ prior written notice of such termination. Mr.
Downs will serve as an independent contractor and will not be an employee of the Company. Pursuant to the Consulting Agreement, until
the Board appointed him as Interim Chief Financial Officer, Mr. Downs served as a consultant to the Company beginning on the Effective
Date in connection with the Company’s finances, reporting and uplisting activities.
In consideration
for Mr. Downs serving as the Company’s Interim Chief Financial Officer, the Company has agreed to (i) pay Lincoln Hall Advisors
base cash compensation of $15,000 per month, payable against invoices submitted by Lincoln Hall Advisors to the Company, and (ii) issue
Lincoln Hall Advisors, in respect of each calendar month during the term of the Consulting Agreement, a number of shares of the Company’s
restricted common stock, par value $0.0001 per share (the “Common Stock”), equal to (A) $5,000 divided by (B) the volume-weighted
average price (the “VWAP”) of the Common Stock on the OTCQB Marketplace for all trading days during such calendar month,
as reported by Bloomberg L.P., rounded down to the nearest whole share. Each monthly issuance shall be fully vested on its date of grant.
Pursuant to the terms
of the Consulting Agreement, Lincoln Hall Advisors will not, during or subsequent to the Term, (i) use Confidential Information (as defined
in the Consulting Agreement) for any purpose whatsoever other than the performance of the services described in the Consulting Agreement
on behalf of the Company or (ii) disclose Confidential Information to any third party. In addition, Lincoln Hall Advisors agrees that
it will not, during the Term, improperly use or disclose any proprietary information or trade secrets of any former or current employer
of Lincoln Hall Advisors or other person or entity with which Lincoln Hall Advisors has an agreement or duty to keep in confidence information
acquired by Lincoln Hall Advisors, if any. In addition, from the Effective Date until 12 months after the termination of the Consulting
Agreement, Lincoln Hall Advisors will not, without the Company’s prior written consent, directly or indirectly, solicit or encourage
any employee or contractor of the Company or its affiliates to terminate employment with, or cease providing services to, the Company
or its affiliates.
Pursuant to the terms
of the Consulting Agreement, Lincoln Hall Advisors has agreed to indemnify and hold harmless the Company and its directors, officers
and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other
legal expenses, arising directly or indirectly from or in connection with (i) any grossly negligent, reckless or intentionally wrongful
act of Lincoln Hall Advisors, Mr. Downs, or Lincoln Hall Advisors’ other assistants, employees or agents, (ii) any material breach
by Lincoln Hall Advisors, Mr. Downs, or Lincoln Hall Advisors’ other assistants, employees or agents of any of the covenants contained
in the Consulting Agreement, (iii) any failure of Lincoln Hall Advisors to perform the Services in accordance with all applicable laws,
rules and regulations. In addition, the Company has agreed to indemnify and hold harmless Lincoln Hall Advisors and Mr. Downs from and
against all losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses (which shall be
advanced as incurred), arising directly or indirectly from or in connection with (i) the Services or Mr. Downs’ service as an officer
of the Company, except to the extent resulting from matters for which Lincoln Hall Advisors is obligated to indemnify the Company, (ii)
any grossly negligent, reckless or intentionally wrongful act of the Company or its directors, officers, employees or agents (other than
Lincoln Hall Advisors and Mr. Downs), or (iii) any determination by a court or agency that Lincoln Hall Advisors or Mr. Downs is an employee
of the Company, including any resulting taxes, penalties, or interest. In addition, pursuant to the Consulting Agreement, the Company is required to cause Mr. Downs, in his capacity as
Interim Chief Financial Officer and an officer of the Company, to be covered by the Company’s directors’ and officers’
liability insurance on terms no less favorable than those applicable to any other officer of the Company, including customary “tail”
coverage for a period of not less than six years following termination of the Consulting Agreement, and to enter into the Company’s
standard form of officer indemnification agreement with Mr. Downs.
The foregoing description
of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting
Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
There
are no family relationships between Mr. Downs and any of the Company’s directors or executive officers. There is no arrangement
or understanding between Mr. Downs and any other person pursuant to which he was appointed as Interim Chief Financial Officer, other
than the Consulting Agreement described above. In addition, except as set forth above, Mr. Downs is not a party to, or has a direct
or indirect material interest in, any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Appointment
of Chief Credit Officer
Effective
August 17, 2026, the Company appointed Christopher Creatura to serve as the Chief Credit Officer of the Company, where he will lead credit
and underwriting for the GPUfinancing.com platform. In connection with his appointment as the Chief Credit Officer, Mr. Creatura resigned,
effective August 17, 2026, as the Company’s Chief Financial Officer and the Company’s principal financial officer and principal
accounting officer.
Item
7.01. Regulation FD Disclosure.
On
August 18, 2026, the Company issued a press release announcing the appointment of (i) Mr. Downs as the Company’s Interim Chief
Financial Officer, and (ii) Mr. Creatura, who previously served as the Company’s Chief Financial Officer, as the Chief Credit Officer
of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed
incorporated by reference into any filing under the Securities Act 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 |
| 10.1 |
|
Consulting Agreement, entered into as of August 1, 2026, between Vertical Data Inc. and Lincoln Hall Advisors LLC |
| 99.1 |
|
Press Release of Vertical Data Inc., dated August 18, 2026 |
| 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:
August 21, 2026 |
|
| |
|
| |
VERTICAL
DATA INC. |
| |
|
| |
By: |
/s/
Deven Soni |
| |
Name: |
Deven
Soni |
| |
Title: |
Chairman
and Chief Executive Officer |
Exhibit 99.1
Vertical
Data Appoints Chris Downs as Interim Chief Financial Officer
Public
Company CFO with Capital Markets and Governance Experience to Lead the Company’s Proposed Uplisting
LAS
VEGAS, NV / ACCESS Newswire / August 18, 2026 / Vertical Data Inc. (OTCQB:VDTA) (“Vertical Data” or the “Company”),
operator of VerticalData.io, GPUfinancing.com and Vertical Edge, today announced the appointment of Chris Downs as Interim Chief Financial
Officer, effective August 17, 2026. He will also serve as the Company’s principal financial officer and principal accounting officer.
As
Interim Chief Financial Officer, Downs will lead the Company’s finance and accounting functions, with a primary near-term focus
on the Company’s planned uplisting of its common stock from the OTCQB® Venture Market to a national securities exchange. Prior
to this appointment, he advised the Company as a consultant on its finance, reporting and uplisting activities.
“Chris
is joining Vertical Data at an important inflection point in our growth,” said Deven Soni, Chairman and Chief Executive Officer
of Vertical Data. “Chris has spent most of the past decade as the Chief Financial Officer of a Nasdaq-listed company, and has built
a career around exactly the work in front of us: listing compliance, capital markets execution and the reporting and governance foundation
a company needs to operate as a public company and exchange listed issuer. That experience maps directly to our primary near-term objective
of uplisting to a national securities exchange.”
Downs
most recently served for approximately six years (November 2019-March 2026) as Chief Financial Officer of CNS Pharmaceuticals, Inc.,
where he led the company’s financings, including follow-on, PIPE, at-the-market and equity line transactions, and directed its
SEC regulatory and Nasdaq compliance and governance modernization. He previously served as Interim Chief Financial Officer of InfuSystem
Holdings, Inc., where he led the company through an SEC restatement and a series of refinancings that significantly reduced its cost
of debt over three years, and as a director and Audit Committee Chair of EBET, Inc. Earlier in his career, he advised on more than $4
billion of announced M&A transaction value as a healthcare investment banker at Citigroup, Alterity Partners and Maren Group. Across
his career he has raised and arranged more than $285 million of capital across public equity, private placements and asset-based lending.
“Vertical
Data sits at the center of the rapid buildout of AI computing infrastructure, across GPUs, financing and facilities,” said Downs.
“My focus from day one is executing the uplisting and strengthening the financial foundation of reporting, controls and capital
structure to support the Company’s growth as a listed company.”
Downs
is a Certified Public Accountant, a Certified Treasury Professional and a Certified Corporate FP&A Professional. He holds an M.B.A.
from Columbia Business School, an M.S. in Accounting from the University of Houston–Clear Lake and a B.S. in Economics from the
United States Military Academy at West Point.
Christopher
Creatura, who previously served as Chief Financial Officer, has been appointed Chief Credit Officer of the Company, where he will lead
credit and underwriting for the GPUfinancing.com platform.
“I
want to thank Christopher Creatura for his contributions as Chief Financial Officer since the Company’s founding,” said Soni.
“His move to Chief Credit Officer puts him where his experience creates the most value as we scale GPU financing.”
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. GPUfinancing.com 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, https://verticaldata.io/investor-relations/
Investor
Relations Contact:
Meyling
Castillo Rios
Vertical
Data Inc.
Email:
meyling@verticaldata.io
Website:
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, statements regarding the Company’s
management transition, its pursuit of an uplisting to a national securities exchange, its GPU financing initiatives, and its business
strategy and objectives. These statements are based on current assumptions and expectations and involve risks and uncertainties that
could cause actual results to differ materially from those expressed or implied. Such risks include, but are not limited to, market conditions,
availability of capital, execution risks, the Company’s ability to satisfy the quantitative and qualitative requirements for listing
on a national securities exchange, and other factors beyond the Company’s control. There can be no assurance that the Company’s
listing application will be approved.
These
risks should not be construed as exhaustive and should be read together with the other cautionary statements included in our Annual Report
on Form 10-K for the year ended September 30, 2025, our 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. We undertake 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.
SOURCE:
Vertical Data Inc.
