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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): May 14, 2026
VIDA
GLOBAL INC.
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
|
001-43282 |
|
88-1438776 |
(State
or Other Jurisdiction of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
12160 W Parmer Ln, Ste 130-716
Cedar Park, TX |
|
|
|
78613 |
| (Address of Principal Executive
Offices) |
|
|
|
(Zip Code) |
(833)
588-8432
(Registrant’s
Telephone Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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:
| ☐ |
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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class A Common Stock, par value $0.001 per
share |
|
VIDA |
|
The NYSE American LLC |
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
In
connection with the Offering (as defined below), pursuant to an underwriting agreement, entered into on May 14, 2026, by and between
VIDA Global Inc. (the “Company”) and The Benchmark Company LLC (the “Representative”), as representative of the
several underwriters for the Offering, on May 18, 2026, the Company issued warrants to purchase up to 187,500 shares of the Company’s
Class A common stock, par value $0.001 per share (“Class A Common Stock”), to the Representative or its designees (collectively,
the “Representative’s Warrants”), representing 5% of the aggregate number of shares of Class A Common Stock issued
by the Company to investors in the Offering.
The
Representative’s Warrants are exercisable beginning on November 14, 2026, the 180th day following the closing of the
Company’s initial public offering (the “Offering”), and expire on May 14, 2031, five years from the commencement of
sales in the Offering, at an exercise price equal to $4.80 per share, 120% of the public offering price per share to investors in the
Offering. The Representative’s Warrants contain customary anti-dilution adjustments in the event of stock dividends, splits, reorganizations
or similar transactions, and provide for both cash and cashless exercise. The Representative’s Warrants and the underlying shares
are not transferable for 180 days following the commencement of sales in the Offering, except to officers, partners, registered persons
or affiliates of the Representative or participating underwriters or selected dealers.
The
foregoing description of the Representative’s Warrants is qualified in its entirety by reference to the Representative’s
Warrants, the form of which is filed with this Current Report on Form 8-K as Exhibit 4.1 and incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws
Second
Amended and Restated Certificate of Incorporation
On
May 14, 2026, the Company filed a second amended and restated certificate of incorporation (the “Restated Certificate”) with
the Secretary of State of the State of Delaware in connection with the Offering. The Company’s board of directors (the “Board”)
and the Company’s stockholders previously approved the Restated Certificate to be effective immediately after the effectiveness
of the Registration Statement (as defined below). The Restated Certificate is filed with this Current Report on Form 8-K as Exhibit 3.1
and incorporated herein by reference.
Amended
and Restated Bylaws
On
May 14, 2026, the Company’s amended and restated bylaws (the “Restated Bylaws”) became effective in connection with
the Offering. The Board and the Company’s stockholders previously approved the Restated Bylaws to be effective immediately after
the effectiveness of the Registration Statement. The Restated Bylaws are filed with this Current Report on Form 8-K as Exhibit 3.2 and
incorporated herein by reference.
Please
see the description of the Restated Certificate and the Restated Bylaws in the section titled “Description of Capital Stock”
in the final prospectus pursuant to Rule 424(b) under the Securities Act of 1933, as amended, filed by the Company with the Securities
and Exchange Commission on May 18, 2026, relating to the Company’s Registration Statement on Form S-1, as amended (File No. 333-294868)
(the “Registration Statement”).
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 3.1 |
|
Second Amended and Restated Certificate of Incorporation of VIDA Global Inc. |
| 3.2 |
|
Amended and Restated Bylaws of VIDA Global Inc. (included as Exhibit 3.4 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-294868), filed with the Securities and Exchange Commission on April 2, 2026 and incorporated herein by reference). |
| 4.1* |
|
Form of Representative’s Warrant, dated May 18, 2026 (included as Exhibit 4.3 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-294868), filed with the Securities and Exchange Commission on April 2, 2026 and incorporated herein by reference). |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Portions
of this exhibit (indicated by asterisks) have been omitted pursuant to Item 601(b)(10) of
Regulation S-K. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
VIDA Global Inc. |
| |
|
|
| Dated: May 18, 2026 |
By: |
/s/ Lyle Pratt |
| |
|
Lyle Pratt |
| |
|
Chief Executive Officer |
