Vertical Data Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our Company conducted an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15-d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Form 10-Q. Based on that evaluation, our Company’s principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective. Management’s Annual Report on Internal Control over Financial Reporting This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. Changes in Internal Controls over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this Form 10-K that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION Not applicable ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors, executive officers, promoters and control persons Name Age Positions(s) Deven Soni 45 Chairman, President and Chief Executive Officer Christopher Creatura 35 Chief Financial Officer David Hackett 61 Director Jaime Leverton 48 Director (1) Directors currently have an indefinite term of office and have served in that capacity since July of 2024. Family Relationships Not applicable Business Experience Deven Soni is our Chairman, President, Chief Executive Officer and Director and has served in that capacity since May 3, 2024. Mr. Soni, age 45, combines over 20 years of experience in senior management within the investment and technology industries, following a 2-year career as an investment banker at Lazard (2002–2004). From 2006 to 2008, he was an Investment Professional at Goldman Sachs, focusing on technology buyouts and venture capital, and from 2008 to 2010, he held a similar role at Highland Capital Partners. Mr. Soni co-founded Wired Investors (2016–2022), a tech-focused buyout firm, and Acquira (2018–2022), a business acquisition vehicle. He served as Founding COO at Tokens.com (2021–2023), a blockchain infrastructure company, and co-founded Snowball Industries in 2020, an HVAC roll-up. Currently, Mr. Soni is Chairman of the Board at Matador Gold Technologies (2022–Present) and serves on the boards of Snowball Industries (2020–Present), and Polymath Research Inc. (2017–Present). He holds a Bachelor of Science degree in Business Administration from the University of California, Berkeley (1998–2001). Christopher Creatura is our Chief Financial Officer and has served in that capacity since May 3, 2024. Mr. Creatura, age 35, is a finance professional and investor. He began his career as a consultant at Deloitte. He moved into investment banking at BofA Merrill Lynch and then private equity at Enduring Ventures. He has since held executive roles at Bluefin Trading (VP of Growth) and Live Patrol (CFO & CSO). He has also advised on M&A transactions and capital raises through his firm Conway Merchants. Mr. Creatura serves on the board of The Fitting Room. He is a CPA. 16 David Hackett serves on our Board of Directors and has served in that capacity since July 1, 2024. David Hackett, Director, age 61, combines over 20 years of experience in senior management as a Director and/or Chief Financial Officer. He was previously the CFO of 48North Cannabis Corp., a licensed cannabis producer (TSXV:NRTH); Mavencare Inc., providing personalized home care services to keep seniors safe and independent at home; Coupgon Inc, Canada’s first fully digital grocery coupon solution (sold to a joint venture between Yellow Pages and CGI), and Diversinet Corp., a Nasdaq and TSXV listed company, specializing in the infrastructure that wireless software applications need for secure, confidential and authenticated data exchanges. He is also currently a director of Ayurcann Holdings Corp., a licensed producer under the Cannabis Act (Canada); Polymath Research Inc., a software development company and Belmont House Foundation, a long-term care facility. Mr. Hackett is a CA, CPA and holds an MBA from the Ivey Business School at the Western University. Jaime Leverton serves on our Board of Directors and has served in that capacity since July 1, 2024. Jaime Leverton, Director, age 48, combines over 24 years of experience in senior management within the technology and digital infrastructure industries. She has held leadership roles at prominent companies, including IBM (2000–2009), Bell Canada (2010–2014), BlackBerry (2014–2016), National Bank of Canada (2016–2017), Cogeco Peer 1 (2017–2019), and eStruxture Data Centers (2019–2020). Most recently, she served as CEO of Nasdaq-listed Hut 8 Mining Corp. (2020–2024), where she led strategic transformation and growth. Ms. Leverton is currently the CEO of Ulys Holdings (2024–Present) and Chairperson of Synteq Digital (2024–Present). She holds a Bachelor of Social Science from the University of Ottawa, an MBA from Dalhousie University, and an ICD.D designation from the Rotman School of Management. Involvement in Certain Legal Proceedings Not applicable Promoters and Control Persons Not applicable Code of Ethics On September 12, 2024 the Board of Directors adopted a Code of Ethics and Business Conduct which is applicable to our future employees, and which also includes a Code of Ethics for our chief executive and principal financial officers and any persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote: ● honest and ethical conduct, ● full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements, ● compliance with applicable laws, rules and regulations, ● the prompt reporting violation of the code, and ● accountability for adherence to the code. Please refer to exhibit 14.1 attached to this filing for additional information regarding our code of ethics. 17 Nominating Committee-Material Changes to Procedures The Company does not currently have procedures by which security holders may recommend nominees to our board of directors. Audit Committee As the Company is not considered a listed issuer (as defined in Rule 10A-3 of the Exchange Act) the information in Item 407(d)(4)(ii) of Regulation S-K has not been provided. Further, as i) the Company is a smaller reporting company and ii) this is our first annual report following the effective date of our first registration statement filed under the Securities Act, the Company has not provided the information in Item 407(d)(5) of Regulation S-K. Insider Trading Arrangements and Policies The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations. The Company is not subject to any listing standards at this time. A copy of the Company’s insider trading policy has been attached to this filing in exhibit 19.1. ITEM 11. EXECUTIVE COMPENSATION Summary Compensation Table The following table summarizes all compensation for the two years ended September 30, 2025 earned by our “Executive Officers”. Name and principal position Year¹ Salary ($) Stock Awards ($) Option Awards ($)² Nonequity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All Other Compensation ($) Total ($) Devon Soni-Chairman, President and Chief Executive Officer 2025 $ 164,000 58,200 30,000 $ 252,200 2024 $ 60,000 - 1,177,500 - - - $ 1,237,500 Christopher Creatura-Chief Financial Officer³ 2025 $ 165,000 68,713 $ 233,713 2024 $ 60,000 - 363,750 - - - $ 423,750 Chris Johnson-Chief Sales Officer 2025 $ 75,000 - $ 75,000 2024 - - 242,500 - - - $ 242,500 (1) The Company was formed on May 3, 2024 (2) For information regarding the assumptions made in determining the fair value of the granted options please refer to the footnotes to the Company’s consolidated financial statements included in the filing (3) Chris Johson, former Chief Sales Officer, was separated from the Company during August of 2025. As a result of the separation options that were granted during the year were subsequently cancelled. (4) For Christopher Creatura, $60,000 of his 2025 salary was accrued for as of September 30, 2025 Narrative Disclosure to Summary Compensation Table On July 1, 2024, we entered into an employment agreement with Mr. Deven Soni for his services as our Chief Executive Officer and President. The agreement is for a period of 5 years and renews automatically thereafter for subsequent one-year terms. Pursuant to the agreement, Mr. Soni received a base salary of $120,000 from July 1, 2024, to December 31, 2024. Effective January 1, 2025, the Base Salary increased to $180,000 per year. He has an opportunity to receive performance-based compensation in the amount of 50% of his base salary, and in no event less than $40,000, based upon the achievement of annual performance goals established by the Board/Compensation 18 Committee of the Board (the “Compensation Committee”). In addition, Mr. Soni was also granted 1,500,000 options during July of 2024. The options vest ratably over a three-year period (with 1/3 rd vesting at each anniversary of the grant date) and do not contain any provision that could cause the exercise price to be lowered. In January 2025, the Company granted Mr. Soni an additional 120,000 stock options as his performance bonus for fiscal year 2024. The options vested immediately upon grant. He is also eligible to participate in any long-term incentive compensation programs that become available to our executive officers. Mr. Soni has 14 days of paid vacation per calendar year (prorated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time. To the extent permitted under applicable law, Mr. Soni’s vacation time that accrues during any given year may not roll over to a subsequent year. Mr. Soni is further entitled to participate in other benefit plans made available to our employees and executive officers from time to time. On July 1, 2024, we entered into a consultant agreement with Mr. Creatura for his services as our Chief Financial Officer. Pursuant to the agreement, Mr. Creatura received a base fee of $120,000 from July 1, 2024, to December 31, 2024. Effective January 1, 2025, the base fee increased to $180,000 per year.. He has an opportunity to receive performance-based compensation in the amount of 50% of his base fee, and in no event less than $40,000, based upon the achievement of annual performance goals established by the Board/Compensation Committee of the Board (the “Compensation Committee”). In addition, Mr. Creatura was also granted 750,000 options during July of 2024. The options vest ratably over a three-year period (with 1/3 rd vesting at each anniversary of the grant date) and do not contain any provision that could cause the exercise price to be lowered. In January 2025, the Company granted Mr. Soni an additional 120,000 stock options as his performance bonus for fiscal year 2024. The options vested immediately upon grant. In addition, during January 2025, the Company granted Mr. Creatura 21,677 stock options in recognition of services rendered during fiscal year 2024. These options also vested immediately upon grant. He is also eligible to participate in any long-term incentive compensation programs that become available to our executive officers. On July 1, 2024 we entered into a consultant agreement with Mr. Christopher Johnson for his services as Chief Sales Officer. Pursuant to the agreement, Mr. Johnson received a base fee of $180,000 beginning January 1, 2025. Additionally, he received a commission on sales he originated. He had an opportunity to receive performance-based compensation in cash or shares based on gross profit targets. During the period ended September 30, 2025, Mr. Johnson received a $78,080 commission for sales of equipment to customers. In addition, Mr. Johnson was also granted 500,000 options during July of 2024. The options vested ratably over a three-year period (with 1/3 rd vesting at each anniversary of the grant date) and did not contain any provision that could cause the exercise price to be lowered. In January 2025, the Company granted Mr. Johnson 2,000,000 stock options. The options vested ratably over a three-year period (with 1/3 rd vesting at each anniversary of the grant date). He was also eligible to participate in any long-term incentive compensation programs that become available to our executive officers. Mr. Johnson’s consulting agreement with the Company terminated in August 2025. As a result of his separation from service, all unvested stock options were automatically cancelled in accordance with the terms of his option agreement, and Mr. Johnson did not retain any rights to the unvested portion of the award. Outstanding Equity Awards at Fiscal Year-End Table Option awards Stock awards Name Number of securities underlying unexercised options exercisable (#) Number of securities underlying unexercised options unexercisable (#) Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) Option exercise price ($) Option exerpiration date Number of shares or units of stock that have not vested (#) Market Value of shares or units of stock that have not vested ($) Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) Devon Soni 703,333 - 916,667 $ 0.05 July 1, 2034 through January 1, 2035 - - - - Chris Creatura 433,434 - 458,243 $ 0.05 July 1, 2034 - - - - Director Compensation The Company’s directors did not receive any compensation during our fiscal year ended September 30, 2025. Disclosure of the registrant’s policies and practices related to the grant of certain equity awards close in time to the release of material nonpublic information. Not applicable 19 Compensation Committee Interlocks and Insider Participation and Compensation Committee Report As a smaller reporting company we are not required to provide the information in Item 407(e)(4)-(5) of Regulation S-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Title of class ¹ Name and address of benefical owner Amount and nature of benefical ownership Percent of Class ² Common Stock AASD Capital LLC (Devon Soni) 1887 Whitney Mesa Dr. #9810 Henderson, NV 89014, USA² 2,571,000 27 % Common Stock TDK Cashflow Ltd. (Trevor Koverko) 180 University Ave, Suite 6202 ON, M5H OA2, Canada 1,900,000 20 % Common Stock Tiger Trout Capital Puerto Rico LLC (Allan Masley) 1357 Ashford Ave. Ste 2-267 San Juan, PR USA 907 830,000 9 % (1) Based on the Company’s shareholder report as of the date of the filing which reflected 9,440,362 common shares outstanding. (2) Amount includes 786,000 shares with respect to which such listed beneficial owner has the right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the Exchange Act. SECURITY OWNERSHIP OF MANAGEMENT Title of class Name of benefical owner Amount and nature of benefical ownership Percent of Class Common Stock Devon Soni¹ 2,571,000 27 % Common Stock Christopher Creatura 272,000 3 % Common Stock David Hackett 170,000 2 % Common Stock Jaime Leverton 72,052 1 % Common Stock Directors and Exectuive Officers as a group 3,085,052 33 % (1) Amount includes 786,000 shares with respect to which the person has the right to acquire beneficial ownership as specified in Rule 13d-3(d)(1) under the Exchange Act. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Transactions with Related Persons, Promoters and Certain Control Persons The Company did not enter into any related party transactions during the two years ended September 30, 2025. Director Independence Our board consists of three directors, two of which are considered independent. While the Company has an audit committee, we do not have compensation or nominating committee. Further, while the Company is not a listed issuer, it uses the definition of independence as outlined in NASDAQ’s Corporate Governance Requirements section. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES For the fiscal year ended September 30, 2025 2024 Audit Fees $ 76,000 $ 30,000 Audit Related Fees - - Tax Fees - - Other Related Fees - - PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. VERTICAL DATA INC. /s/ Deven Soni Deven Soni Chairman, President, Chief Executive Officer December 29, 2025 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Christopher Creatura Christopher Creatura Chief Financial Officer December 29, 2025 21 EXHIBIT INDEX Exhibit Number Name/Identification of Exhibit 3.1+ Articles of Incorporation 3.2+ Bylaws 10.1+ Form of Vertical Data, Inc’s 2024 Equity and Incentive Plan 14.1+ Code of Ethics 19.1* Insider Trading Policies and Procedures 31.1+ Rule 13a-14/15d-14 Certification of the CEO 31.2+ Rule 13a-14/15d-14 Certification of the CFO 32.1+ Section 1350 Certifications of the CEO 32.2+ Section 1350 Certification of the CFO 101. INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* 104 Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101)* + previously filed * Filed herewith 22