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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): 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.
Item 3.02. Unregistered Sales of Equity Securities
The disclosure required by this Item 3.02
is included in Item 5.02 of this Current Report on Form 8-K and is incorporated herein by reference. Based in part upon the representations
of the applicable officers and directors of Vertical Data Inc. (the “Company”), the offering and issuance of the RSUs (as
defined below), was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, or Rule 506(b) of
Regulation D promulgated thereunder, and/or Rule 701 promulgated thereunder and applicable state securities laws.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Item 5.02(e) _
On
September 16, 2026, the Board of Directors (the “Board”) of the Company granted an aggregate of 188,222 restricted stock
units (“RSUs”) to certain of its officers and directors as follows: (i) Deven Soni, the Company’s Chairman of
the Board, President and Chief Executive Officer was granted 81,118 RSUs (target grant value of $383,689); (ii) Christopher Creatura,
the Company’s Chief Credit Officer was granted 43,680 RSUs (target grant value of $206,606); (iii) David Hackett, a member of the
Board, was granted 31,712 RSUs (target grant value of $150,000); and (iv) Jaime Leverton, a member of the Board, was granted 31,712 RSUs
(target grant value of $150,000).
The
RSUs were granted under the Vertical Data Inc. 2024 Incentive Plan in consideration of services rendered to the Company during
the period July 1, 2025 through June 30, 2026. Each RSU represents the right to receive one share of the Company’s common stock,
par value $0.0001 per share (the “common stock”), settles solely in shares of common stock on a one-for-one basis and may
not be settled in cash. The RSUs were 100% vested as of the grant date and are not subject to any continued-service requirement, forfeiture
condition or repurchase right by the Company.
The
RSUs were granted at no cash cost to each recipient. The number of RSUs was determined by dividing the target grant value approved by
the Board by $4.73, the 30-calendar-day volume-weighted average price of the common stock as reported by OTC Markets for the period ended
September 15, 2026, rounded to the nearest whole unit.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
September 17, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”), at which a quorum was
present. At the Annual Meeting, the Company’s stockholders approved the Amended and Restated Bylaws of the Company in the form
attached as Appendix A to, and as described in, the Definitive Proxy Statement. The Company believes that the adoption of the
Amended and Restated Bylaws is in the best interest of the Company and its stockholders as the Amended and Restated Bylaws represent
current best practices and are more appropriate than the Company’s former bylaws for a company whose shares of common stock are
listed on a national securities exchange. The Company has previously, publicly stated that uplisting its shares of common stock to a
national securities exchange from the OTCQB® Venture Market is a primary near-term objective.
On
September 17, 2026, the Company’s stockholders also approved at the Annual Meeting an amendment (the “Certificate
of Amendment”) to the Articles of Incorporation of the Company in substantially the form attached as Appendix B to,
and as described in, the Definitive Proxy Statement. As a result of the approval of the Certificate of Amendment, the Company
filed the Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada (the “Certificate
of Amendment”), which will be effective upon the filing and acceptance by the Secretary of State of the State of Nevada.
The Certificate of Amendment provides for an increase to the total number of the Company’s authorized shares by 10,000,000
that were designated entirely as shares of preferred stock, par value $0.0001 per share. The Company’s Articles of Incorporation,
as amended by the Certificate of Amendment, provides for an aggregate of 110,000,000 authorized shares with a par value of
$0.0001 per share, consisting of: 100,000,000 authorized shares of common stock, par value $0.0001 per share, and 10,000,000 authorized
shares of preferred stock, par value $0.0001 per share. The Certificate of Amendment also includes a provision regarding (i) indemnification
for the Company’s directors, officers, agents, and employees against certain expenses, liabilities, and losses reasonably incurred
in connection with the provision of certain services to the Company; (ii) a provision stating that the Company’s bylaws may
only be altered, amended, or repealed by an affirmative vote of a majority of the directors, and (iii) an update to the corporate purpose
of the Company, which is all lawful activities permitted under Nevada law.
The
foregoing descriptions of the Amended and Restated Bylaws and the Certificate of Amendment are summaries only and are qualified in their
entirety by reference to the full text of the Amended and Restated Bylaws and the Certificate of Amendment, copies of which are filed
as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein. An amendment
to this Current Report on Form 8-K will be filed to include the copy of the Certificate of Amendment filed with, and accepted by, the
Secretary of State of the State of Nevada.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
September 17, 2026, the Company’s stockholders voted at the Annual Meeting on the five (5) proposals described below. These matters
and the final results for each of the five (5) proposals submitted to a vote of the Company’s stockholders at the Annual Meeting
are set forth below. These proposals are described in detail in the Company’s definitive proxy statement on Schedule 14A (the “Definitive
Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on September 2, 2026. As of July 28,
2026, the record date for the Annual Meeting, there were 13,645,342 shares of common stock outstanding and entitled to vote.
At
the Annual Meeting, the Company’s stockholders voted on five (5) proposals and cast their votes as set forth below.
Proposal
1 – Election of Directors
The
Company’s stockholders elected the persons listed below as members of the Company’s Board of Directors, to serve until the
Company’s 2027 Annual Meeting of Stockholders and until their respective successor are duly elected and qualified (or until their
earlier death, resignation of removal). The results of the voting for this approved proposal were as follows:
| Name of Director | |
Votes For | |
Withheld | |
Broker Non-Votes |
| Deven Soni | |
8,110,155 | |
500 | |
1,808,407 |
| David Hackett | |
8,110,155 | |
500 | |
1,808,407 |
| Jaime Leverton | |
8,110,155 | |
500 | |
1,808,407 |
Proposal
2 — Ratification of the Company’s Independent Registered Public Accounting Firm
The
Company’s stockholders ratified the appointment of Simon & Edward LLP as the Company’s independent registered public
accounting firm for the year ending September 30, 2026. The results of the voting for this approved proposal were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 8,110,655 |
|
0 |
|
0 |
|
Not
applicable. |
Proposal
3 — Approval of the Amended and Restated Bylaws of Vertical Data Inc.
The
Company’s stockholders approved the Amended and Restated Bylaws as described in the Definitive Proxy Statement. The results of
the voting for this approved proposal were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 8,110,055 |
|
500 |
|
0 |
|
1,808,407 |
Proposal
4 — Approval of the Certificate of Amendment to the Articles of Incorporation of Vertical Data Inc.
The
Company’s stockholders approved the Certificate of Amendment to the Articles of Incorporation of Vertical Data Inc. as described
in the Definitive Proxy Statement. The results of the voting for this approved proposal were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 8,110,655 |
|
500 |
|
100 |
|
1,808,407 |
Proposal
5 — Approval of Adjournment of the Annual Meeting.
The
Company’s stockholders approved a proposal to adjourn the Annual Meeting to a later date, if necessary or appropriate, to permit
further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval
of Proposal 3 and Proposal 4. The results of the voting for this approved Proposal 5 were as follows:
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 8,109,355 |
|
500 |
|
0 |
|
1,808,407 |
Notwithstanding
the approval of this Proposal 5, because both Proposal 3 and Proposal 4 received the requisite votes for approval at the Annual Meeting
as convened, it was not necessary for the Company to adjourn the Annual Meeting.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 3.1 |
|
Amended and Restated Bylaws of Vertical Data Inc. |
| 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:
September 23, 2026 |
|
| |
|
| |
VERTICAL
DATA INC. |
| |
|
| |
By: |
/s/
Deven Soni |
| |
Name: |
Deven
Soni |
| |
Title: |
Chairman
and Chief Executive Officer |
