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BCS

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.…

Filed May 18, 2026Accepted May 18, 2026, 4:30 PM EDTCIK 1973062Accession 0001493152-26-024189
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Company context

Current securities

Historical securities (1)

Recent company filings

  1. Regulation FD DisclosureOct 5, 2026
  2. Regulation FD DisclosureSep 30, 2026
  3. 10-Q filingAug 14, 2026
  4. 10-Q filingJun 26, 2026
  5. SCHEDULE 13D - filed by TVP Bitcoin Venture GP II, L.L.C. regarding VIDA Global Inc.May 26, 2026

Disclosure sections

Items 3.02, 5.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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”).

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