Current Report · Items 3.02, 5.03, 9.01 · 8-K
VIDA Global Inc.
Unregistered Sales of Equity Securities · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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.…
Company context
Current securities
Historical securities (1)
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
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 180 th 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 5.03Item 5.03 - Amendments to Articles/Bylaws
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”).