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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): 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.
Item
1.01. Entry into a Material Definitive Agreement.
Securities
Purchase Agreement
On
October 30, 2026, Vertical Data Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain investors named therein (each, an “Investor” and collectively, the “Investors”),
pursuant to which the Company agreed to sell to the Investors, in a private placement (the “Private Placement”), an
aggregate of 1,413,640 shares (each, a “Share” and collectively, the “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. The gross
proceeds of the Private Placement are expected to be approximately $4.2 million, before deducting offering expenses payable by the Company.
The
Private Placement closed on November 2, 2026 (the “Closing
Date”). B. Riley Securities, Inc.
acted as sole placement agent (the “Placement Agent”) for the Company
in connection with the Private Placement. Pursuant
to the terms of an engagement letter entered into by the Company and
the Placement Agent, dated September 11, 2026, as amended on November 4, 2026, the Company agreed
to issue 22,916 shares of Common Stock to the Placement Agent (the “Placement Agent Shares”)
as compensation for serving as Placement Agent.
The
Company intends to use the net proceeds from the Private Placement (i) for
general corporate purposes and working capital, and (ii) to
support the satisfaction of any applicable quantitative initial listing requirements of a national securities exchange in connection
with a potential uplisting to such exchange (the “Uplisting”) and to pay
the costs and expenses of the Uplisting. Pursuant to the terms of the Purchase Agreement, the Company has agreed not to use such proceeds
for (a) the
repayment or refinancing of any indebtedness owed to officers, directors or affiliates of the Company, (b)
the redemption or repurchase of any equity securities of the
Company, or (c) any
loan to or investment in any entity other than a subsidiary of the Company.
The
Purchase Agreement contains customary representations, warranties and agreements of the Company and the Investors, customary conditions
to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.
Pursuant
to the terms of the Purchase Agreement, the Company agreed
to use commercially reasonable efforts to file an initial listing application for the Common Stock with a national securities exchange
(the “National Exchange”)
within sixty (60)
days after the Closing
Date and to cause the Common Stock to be approved
for listing and trading on the National Exchange within
one hundred eighty (180) days
after the Closing Date (the
“Uplisting Deadline”). The Uplisting Deadline extends automatically by an
additional sixty (60) days
if the Company is in compliance in all material respects with its uplisting covenants and the
Uplisting has not occurred by the Uplisting Deadline solely
because the National Exchange’s review
of the listing application remains pending. If the Uplisting has not occurred by the Uplisting Deadline, (i) the Company must pay each
Investor liquidated damages in cash equal to 1.0% of its aggregate purchase price for each 30-day period, prorated, until the Uplisting
occurs, capped at 6.0% of that purchase price, (ii) certain issuance restrictions and the most-favored-nation rights described below
are extended until the Uplisting occurs, and (iii) the Investors become entitled to additional registration rights.
In addition, among other covenants, the Purchase Agreement provides as
follows:
| | ● | Restrictions on Subsequent Issuances. Subject to
certain limited exceptions, for sixty (60) days after the Closing Date, the Company may not issue equity or equity-linked securities
without the consent of Investors holding a majority in interest of the outstanding securities. Thereafter, until the earlier of the Uplisting
and the 12-month anniversary of the Closing Date, the Company may not issue any shares of its Common Stock or equivalents at an effective
price below the per-share purchase price. |
| | ● | Restrictions
on Variable Rate Transactions. Until the earlier of the 12-month anniversary of the Closing
Date and
three months after the Uplisting, the Company may not enter into any Variable Rate Transactions
(as defined in the Purchase Agreement). Following the Uplisting, the term “Variable
Rate Transaction” shall not include the issuance or sale of shares of Common Stock
by the Company pursuant to an “at-the-market” offering or equity line transaction
conducted under an effective registration statement. |
| | ● | Most
Favored Nation Right. Until the earlier of the Uplisting and the 12-month anniversary
of the Closing Date, if
the Company completes a non-exempt capital raise on terms more favorable to investors, each
Investor may elect to receive the benefit of those terms. |
| | ● | Indemnification.
The Company has agreed to indemnify the Investors and their related parties for losses arising
out of, among other things, any breach of the Company’s representations, warranties,
covenants or agreements in the transaction documents and certain actions brought by the Company’s
stockholders with respect to the transactions contemplated thereby, subject to certain limitations. |
| | ● | Certain
Other Covenants. The Company also agreed to timely remove restrictive legends, with liquidated
damages and buy-in remedies for delays. In addition, the Company agreed to maintain its reporting
status under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and make information available under Rule 144 promulgated
under the
Securities Act of 1933, as amended (the “Securities Act”). |
Registration
Rights Agreement
In connection with the Private
Placement, the Company and the Investors entered into a Registration Rights Agreement, dated as
of October 30, 2026 (the “Registration Rights Agreement”),
providing for the registration for resale of the Shares issued in the Private Placement and the
Placement Agent Shares (the “Registrable Securities”). Pursuant
to the Registration Rights Agreement, the Company is required to file a registration statement on Form S-1 (or Form S-3, if
eligible) (the “Registration Statement”) within thirty
(30) days after the Closing Date. The Company is required to use commercially
reasonable efforts to have the Registration Statement declared effective within thirty
(30) days after the filing deadline, or within sixty (60) days if the Securities
and Exchange Commission (the “SEC”) reviews it. If the SEC reviews the
Registration Statement and the Company uses commercially reasonable efforts to resolve the SEC’s comments, the effectiveness
deadline will be extended until such comments are resolved. In addition, the Company is required to file additional registration
statements if the registered shares fall below 75% of the required amount. If the Common Stock is not listed by the Uplisting
Deadline, then, in addition to any other remedy available to the Investors under the Purchase Agreement, upon the written request of
holders of a majority of the Registrable Securities, the Company will, as soon as practicable and in no event later than 30 days
following such request, prepare and file with the SEC an additional Registration Statement covering the resale of all Registrable
Securities not then covered by an effective Registration Statement. If the Company fails to file the required Registration Statement
by its deadline, it is required to pay each holder of Registrable Securities 1.0% of that
holder’s aggregate purchase price on the date of the failure and on every 30-day anniversary until the failure is cured. These
payments are partial liquidated damages. Late payments bear interest at 2.0% per month.
The Company is required to keep the Registration Statement effective until the earlier of: (a) the date the Registrable Securities
may be sold under Rule 144 without restriction or the current public information requirement, and (b) the date all Registrable
Securities have been sold. The Company may suspend use of a Registration Statement for limited grace periods. No grace period may
exceed twenty (20) consecutive days, and grace periods may not exceed sixty
(60) days in total in any 365-day period. The Investors also have customary piggyback registration rights. The Company has
agreed to pay the registration expenses other than underwriting discounts and commissions. The Registration Rights Agreement
includes customary cross-indemnification and contribution provisions. The foregoing description of the Purchase Agreement and the
Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the forms of the
Purchase Agreement and the Registration Rights Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K and are incorporated by reference herein.
Item
3.02. Unregistered Sales of Equity Securities.
The information contained in Item 1.01
of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.The Shares sold in the Private Placement and the
Placement Agent Shares have not been registered under the Securities Act or any state securities laws. The Company issued the
Shares and the Placement Agent Shares in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act and Rule 506(b) of Regulation D promulgated thereunder.
Item
7.01. Regulation FD Disclosure.
On
November 5, 2026, the Company issued a press release announcing the Private Placement. The 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
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 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the potential Uplisting and the expected use of proceeds
from the Private Placement. Each forward-looking statement contained in this Current Report on Form 8-K is subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties
include, among others, the risks identified under the heading “Risk Factors” in the Company’s Annual Report on Form
10-K for the fiscal 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, and its other filings with the SEC. Investors and potential investors in the Company’s securities should
give careful consideration to these risks and uncertainties and are encouraged to read the Company’s filings with the SEC for a
discussion of these and other risks and uncertainties. Any forward-looking statement speaks only as of the date on which it is made,
and the Company undertakes no obligation to update any forward-looking statement except as required by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Exhibit
Description |
| 10.1* |
|
Form
of Securities Purchase Agreement, dated October 30, 2026, by and among Vertical Data Inc. and the investors party thereto |
| 10.2 |
|
Form
of Registration Rights Agreement, dated October 30, 2026, by and among Vertical Data Inc. and the investors party thereto |
| 99.1 |
|
Press release issued by Vertical Data Inc., dated November 5, 2026, related to the Private Placement |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
|
*
Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities
and Exchange Commission or its staff upon request.
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 5, 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
Goldman
Sachs acted as financial advisor to Vertical Data; B. Riley Securities acted as placement agent
Vertical
Data is actively pursuing an uplisting to a national stock exchange in the near future
LAS
VEGAS, November 5, 2026 /PRNewswire/ — 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 acted as financial advisor to Vertical Data and B. Riley Securities acted as placement agent.
“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.”
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.
“With
Goldman Sachs as our financial advisor, we are actively pursuing an uplisting to a major exchange in the near future to help accelerate
Vertical Data’s growth and expansion,” Soni added.
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/
###
