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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): 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. ☐

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of Vertical Data Inc. (the “Company”) originally filed with the Securities and Exchange Commission on November 5, 2026 (the “Original Form 8-K”), which reported the closing of the Company’s private placement on November 2, 2026 (the “Private Placement”) in which it issued an aggregate of 1,413,640 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 of Common Stock. The gross proceeds of the Private Placement are expected to be approximately $4.2 million, before deducting offering expenses payable by the Company.

 

The Company is furnishing this Amendment solely to refurnish pursuant to Item 7.01 of Form 8-K a corrected press release, which is attached as Exhibit 99.1 to this Current Report on Form 8-K to correct and update references to advisory companies and their role in the Private Placement (the “Corrected Press Release”). The Corrected Press Release amends and supersedes in its entirety the press release furnished with the Original Form 8-K.

 

Except as described above, this Amendment does not modify, amend or update any other information set forth in the Original Form 8-K, and the Company has not otherwise updated the disclosures contained therein to reflect any events that have occurred after the date of the Original Form 8-K.

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On November 6, 2026, the Company issued the Corrected Press Release. The Corrected 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 Securities Exchange Act of 1934, as amended (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 of 1933, as amended, 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
99.1   Corrected Press Release issued by Vertical Data Inc., dated November 6, 2026, related to the Private Placement
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: November 9, 2026  
   
  VERTICAL DATA INC.
   
  By: /s/ Deven Soni
  Name: Deven Soni
  Title: Chairman and Chief Executive Officer

 

 

 

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-99.1

XBRL SCHEMA FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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