Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. On August 11, 2026, Vertical Data Inc. (the “Company”) completed the closing of a private placement (the “Offering”) of an aggregate of 1,373,152 shares of its common stock, par value $0.0001 per share (the “Shares”), at a purchase price of $3.00 per share, for aggregate gross proceeds of $4,119,456.…
Filed Aug 12, 2026Accepted Aug 12, 2026, 9:26 AM EDTCIK 2033264Accession 0001493152-26-037266
We are an AI infrastructure solutions provider. We help enterprise and data center customers deploy artificial intelligence computing capacity by arranging the financing for GPU hardware, sourcing and selling that hardware, operating it to deliver compute capacity, and providing the data center space in which it runs. We distribute computer systems and information technology (“IT”) systems including graphics processing unit (“GPU”) servers, storage solutions, system components, software, networking and communications equipment, and related complementary products and services.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01. Entry into a Material Definitive Agreement.
On
August 11, 2026, Vertical Data Inc. (the “Company”) completed the closing of a private placement (the “Offering”)
of an aggregate of 1,373,152 shares of its common stock, par value $0.0001 per share (the “Shares”), at a purchase price
of $3.00 per share, for aggregate gross proceeds of $4,119,456. The Shares were sold pursuant to subscription agreements between the
Company and the purchasers (the “Subscription Agreement”). The Offering was non-brokered and no underwriting discounts or
commissions were paid.
The
Company intends to use the net proceeds of the Offering for general corporate purposes and working capital.
The
Shares were offered and sold to “accredited investors,” as defined in Rule 501 of Regulation D under the Securities Act of
1933, as amended (the “Securities Act”), and to persons who are not “U.S. Persons,” as defined in Rule 902 of
Regulation S under the Securities Act, in reliance on the exemptions from registration provided by Section 4(a)(2) of the Securities
Act, Rule 506 of Regulation D promulgated thereunder and Regulation S under the Securities Act. Each purchaser made customary representations
to the Company regarding its status and investment intent. The Shares are restricted securities and may not be offered or sold in the
United States absent registration under the Securities Act or an applicable exemption from registration. The Company has agreed to file
with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of the Shares within
90 days of the closing.
The
foregoing summary of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the form of Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
This
Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Based
in part upon the representations of the investors in the Subscription Agreements, the offering and sale of the Shares in the Offering
is being conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act, Rule 506(b) promulgated thereunder
and/or Regulation S under the Securities Act.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01. Regulation FD Disclosure.
On
August 12, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The
information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed
incorporated by reference into any filing under the Securities Act or the Exchange Act except as expressly set forth by specific reference
in such filing.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm
EX-99.1
3
ex99-1.htm
EX-99.1
Exhibit
99.1
Vertical
Data Closes $4.12 Million Private Placement
Non-Brokered
Common Stock Offering to Accredited Investors, No Warrants or Convertible Securities Issued
LAS
VEGAS, NV / ACCESS Newswire / August 12, 2026 / Vertical Data Inc. (OTCQB:VDTA) (“Vertical Data” or the “Company”)
today announced the closing of a private placement of an aggregate of 1,373,152 shares of its common stock at a price of $3.00 per share
for aggregate gross proceeds of approximately $4.12 million.
The
offering consisted solely of common stock. No warrants, convertible securities or other equity-linked instruments were issued in connection
with the offering. The offering was non-brokered and no placement agent fees or commissions were paid.
The
Company intends to use the net proceeds for general corporate purposes and working capital.
“How
a company raises capital reflects how it operates,” said Deven Soni, Chairman and CEO of Vertical Data. “We designed this
offering to be straightforward. Common stock, non-brokered, no warrants or convertible securities. That structure reflects how we approach
capital formation across the platform.”
The
shares were offered…
