10-Q - VDTA - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

333-284187

(Commission File Number)

VERTICAL

DATA INC.

(Exact name of registrant as specified in its charter)

Nevada	99-2841705
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
1980 Festival Plaza Drive Suite 300<br><br> <br>Las Vegas, NV	89135
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (888) 462-3453

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
Common Stock	VDTA	OTC Link

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> Filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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: ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As

of February 11, 2026, there were 11,833,741

shares of the registrant’s common stock outstanding.

TABLE

OF CONTENTS

		PAGE
Cautionary Note Concerning Forward-Looking Statements		3
PART I. FINANCIAL INFORMATION		F-1
ITEM<br> 1.	Financial Statements	F-1
	Balance Sheets as of December 31, 2025 (unaudited) and September 30, 2025	F-1
	Unaudited Statements of Operations for the Three Months Ended December 31, 2025 and 2024	F-2
	Unaudited Statements of Changes in Shareholder’s Deficit For the Three Months Ended December 31, 2025 and 2024	F-3
	Unaudited Statements of Cash Flows for the Three Months Ended December 31, 2025 and 2024	F-4
	Notes to Consolidated Financial Statements (unaudited)	F-5
ITEM<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
ITEM<br> 3.	Quantitative and Qualitative Disclosures about Market Risk	8
ITEM<br> 4.	Controls and Procedures	8
PART II. OTHER INFORMATION		9
ITEM<br> 1.	Legal Proceedings	9
ITEM<br> 1A.	Risk Factors	9
ITEM<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
ITEM<br> 3.	Defaults Upon Senior Securities	9
ITEM<br> 4.	Mine Safety Disclosures	9
ITEM<br> 5.	Other Information	9
ITEM<br> 6.	Exhibits	10
SIGNATURES		11

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CautionaryNote Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements”. These forward-looking statements, including without limitation forward-looking statements made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” involve risks and uncertainties. Any statements contained in this Quarterly Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements as to our future operating results; plans for the marketing of our services; future economic conditions; the effect of our market and product development efforts; and expectations or plans relating to the implementation or realization of our strategic goals and future growth, including through potential future acquisitions. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, use of cash and other measures of financial performance, as well as statements relating to future dividend payments. Other forward-looking statements may be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “predicts,” “targets,” “forecasts,” “strategy,” and other words of similar meaning in connection with the discussion of future operating or financial performance. These statements are based on current expectations, estimates and projections about the industries in which we operate, and the beliefs and assumptions made by management. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Accordingly, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

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PART

I - FINANCIAL INFORMATION

ITEM

FINANCIAL STATEMENTS

VERTICAL

DATA INC.

BALANCE

SHEETS

(UNAUDITEDAS OF DECEMBER 31, 2025 AND AUDITED AS OF SEPTEMBER 30, 2025)

			As of September<br> 30,
			2025
ASSETS
Current assets:
Cash	220,006		$	372,718
Prepaid<br> expenses	200,443			144,994
Total current assets	420,449			517,712
Property<br> and equipment, net	1,367			1,457
Total<br> assets	421,816			519,169
LIABILITIES AND EQUITY
Current liabilities:
Accrued liabilities	354,264		$	252,058
Other<br> Current Liabilities	5,000			-
Total<br> current liabilities	359,264			252,058
Total<br> liabilities	359,264			252,058
Equity:
Common stock, 0.0001<br> par value, 100,000,000 shares authorized; 9,804,362 and 41,193,052 shares issued and outstanding at December 31, 2025 and September<br> 30, 2025, respectively.	980			4,119
Additional paid in capital	4,884,884			4,433,669
Accumulated<br> deficit	(4,823,312	)		(4,170,677	)
Total<br> equity (deficit)	62,552			267,111
Total<br> liabilities and equity	421,816		$	519,169

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements.

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VERTICAL

DATA INC.

UNAUDITED

STATEMENT OF OPERATIONS

(UNAUDITED)

	2025			2024
	Three<br> Months Ended December 31,
	2025			2024
Revenue	$	57,000		$	3,666,000
Cost of revenue		48,900			3,598,000
Gross margin	$	8,100		$	68,000
Operating expenses:
General<br> and administrative		660,735			905,458
Total operating expenses		660,735			905,458
Loss from operations		(652,635	)		(837,458	)
Net<br> loss	$	(652,635	)	$	(837,458	)
Net loss per common share:
Basic<br> and diluted	$	(0.05	)	$	(0.02	)
Weighted average common<br> shares outstanding:
Basic<br> and diluted		12,201,465			39,020,726

The

accompanying notes are an integral part of these financial statements.

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VERTICAL

DATA INC.

UNAUDITED

STATEMENT OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

	#<br> of Shares			Amount			APIC		Deficit			Total
	Common<br> Stock								Accumulated
	#<br> of Shares			Amount			APIC		Deficit			Total
September 30, 2024		38,397,052			3,839			1,102,685		(350,599	)		755,925
Issuance of common stock		2,186,000			219			1,093,181		-			1,093,400
Stock-based compensation		-			-			464,118		-			464,118
Net loss		-			-			-		(837,458	)		(837,458	)
December 31, 2024		40,583,052			4,058			2,659,984		(1,188,057	)		1,475,985
September 30, 2025		41,193,052			4,119			4,433,669		(4,170,677	)		267,111
Balance		41,193,052			4,119			4,433,669		(4,170,677	)		267,111
Issuance of common stock		364,000			36			181,964		-			182,000
Common stock cancellation		(31,752,690	)		(3,175	)		3,175		-			-
Stock-based compensation		-			-			266,076		-			266,076
Net loss		-			-			-		(652,635	)		(652,635	)
December 31, 2025		9,804,362			980			4,884,884		(4,823,312	)		62,552
Balance		9,804,362			980			4,884,884		(4,823,312	)		62,552

The

accompanying notes are an integral part of these unaudited financial statements.

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VERTICAL DATA INC.

UNAUDITED

STATEMENT OF CASH FLOWS

(UNAUDITED)

	2025			2024
	Three<br> Months Ended December 31,
	2025			2024
Cash flows from operating<br> activities:
Net loss		(652,635	)		(837,458	)
Adjustments to reconcile<br> net (loss) income to net cash used in operating activities
Stock-based compensation		266,076			464,118
Depreciation expense		90			67
Changes in operating assets<br> and liabilities:
Prepaid expenses		(55,449	)		(36,574	)
Other current assets		-			305,877
Accrued liabilities		102,206			25,890
Other<br> current liabilities		5,000			152,328
Net<br> cash from (used) in operating activities		(334,712	)		74,248
Cash flows from financing<br> activities:
Sale<br> of common stock, net of fees and costs		182,000			1,093,400
Net<br> cash provided by financing activities		182,000			1,093,400
Net change in cash and cash<br> equivalents		(152,712	)		1,167,648
Cash<br> and cash equivalents, beginning of period		372,718			427,722
Cash<br> and cash equivalents, end of period		220,006			1,595,370
Supplemental disclosures<br> of cash flow information:
Cash paid for interest		-			-
Cash paid for taxes		-			-

The

accompanying notes are an integral part of these unaudited financial statements.

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VERTICAL

DATA INC.

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

1.

NATURE OF OPERATIONS

Vertical Data Inc. (the “Company”) was incorporated in Nevada on May 3, 2024 and has a fiscal year-end of September 30. The Company’s current service to its customers is comprised solely of the sale of artificial intelligence related hardware. The Company plans to expand its service offerings in the future to include technology consulting, design and engineering, project management, systems integration, system installation and facilities management. The Company’s corporate office is located in Las Vegas, Nevada.

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS

The accompanying notes to the Company’s unaudited interim financial statements have been prepared in accordance with the requirements of ASC 270, Interim Reporting and Article 8 of Regulation S-X. To that extent, footnote disclosure which would substantially duplicate the disclosure contained in the Company’s latest audited financial statements has been omitted.

In the opinion of management, these unaudited interim consolidated financial statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period.

Basisof Presentation

The accompanying financial statements have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles (“GAAP”) promulgated in the United States of America. The financial statements include Vertical Data Inc. as of and for the three months ended December 31, 2025 and 2024. The Company’s fiscal year-end is September 30.

Useof Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The Company bases its estimates on historical experience and on various assumptions that are believed to be reasonable, the results of which form the basis for the amounts recorded in the financial statements.

GoingConcern

Pursuant

to the guidance in ASC 205-40 Going Concern, for each annual and interim reporting period an entity’s management must evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. To that extent, the Company incurred a net loss of approximately $0.7 million during the three months ended December 31, 2025. Further, the Company had cash on hand of approximately $0.2 million as of December 31, 2025. Based on the above, the Company determined that there was substantial doubt about its ability to continue as a going concern. The Company hopes to mitigate the substantial doubt through its future capital raises and operating income.

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RecentAccounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires incremental disclosures related to a public entity’s reportable segments. Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. The standard also permits disclosure of more than one measure of segment profit. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted the new standard on September 30, 2025. The adoption of the new standard did not have a material impact to our financial statements.

In December 2023, the FASB issued ASU 2023-09-Income Taxes (Topic 740)-Improvements to Income Tax Disclosures, which requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid. The guidance should be applied prospectively and is effective for annual periods beginning after December 15, 2024. The Company does not expect the issued standard to have a material impact on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses at each interim and annual reporting period. The amendments are effective for annual periods beginning after December 15, 2026, and reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of the new ASU to its financial statements.

3.

PREPAID EXPENSES

Prepaid expenses consisted of the following:

SCHEDULE OF PREPAID EXPENSES

	December<br> 31, 2025		September<br> 30, 2025
Prepaid commissions	$	149,578	$	132,625
Prepaid server storage		50,865		-
Other		-		12,369
Prepaid expenses	$	200,443	$	144,994

4.

PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

Description	December<br> 31, 2025			September<br> 30, 2025
Tools, machinery, and equipment	$	1,811		$	1,811
Less – accumulated<br> depreciation		(444	)		(354	)
Total property and equipment,<br> net	$	1,367		$	1,457

Total depreciation expense was $90 and $67 for three months ended December 31, 2025 and 2024, respectively.

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5.

ACCRUED LIABILITIES

Accrued liabilities consisted of the following:

SCHEDULE OF ACCRUED LIABILITIES

	December<br> 31, 2025		September<br> 30, 2025
Wages accrual	$	210,000	$	102,397
Expenses accrual		131,115		131,115
Credit card accrual		13,149		18,546
Total accrued liabilities	$	354,264	$	252,058

6.

STOCKHOLDERS’ EQUITY

Upon

formation, the authorized capital of the Company was 100,000,000 shares consisting of 100,000,000 shares of common stock, par value $0.0001.

CommonStock

The Company’s common shares do not include any dividend or liquidation preferences, participation rights, call prices or unusual voting rights.

CommonStock Issuances

During

the three months ended December 31, 2025, the Company sold 364,000 shares of Company stock in an unregistered offering for net proceeds of $182,000.

ShareCancellation

During

October of 2025, certain founders and other Company shareholders voluntarily surrendered an aggregate of 31,752,690 shares of Common Stock to the Company for no consideration. The cancellation was not given retroactive effect on the balance sheet as, pursuant to SAB Topic 4.C, it was not a stock dividend, stock split or reverse split.

Stock Option Cancellations

During October of 2025, the Company cancelled 2,426,488

stock options that were issued to five individuals. The Company recorded an immaterial amount of incremental stock-based compensation expense related to these cancellations.

7.

SUBSEQUENT EVENTS

In accordance with ASC 855 Subsequent Events, the Company has evaluated events and transactions subsequent to December 31, 2025 through the date these financial statements were issued. Other than the items identified below, there are no subsequent events identified that would require disclosure in these consolidated financial statements.

Stock Option Exercises

During January of 2026, a total of 1,300,000 stock

options were exercised at a weighted average exercise price of $0.05, resulting in proceeds of $65,000.

During January of 2026, a total of 788,198

stock options were exercised. These stock options were exercised as a cashless exercise whereby the consideration provided for exercise was forfeiture of 78,820 shares, resulting in net shares issued of 709,378.

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ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Youshould read the following discussion and analysis of our financial condition and results of operations together with our most recentaudited financial statements and related notes. Some of the information contained in this discussion and analysis constitutes forward-lookingstatements that involve risks and uncertainties. Actual results could differ materially from those discussed in these forward-lookingstatements.

Theresults of operations for the interim period ended December 31, 2025, are not necessarily indicative of the results that may be expectedfor any other future period. The following discussion should be read in conjunction with the unaudited interim and annual financial statementsand the notes thereto included in Company’s previously filed Form 10-K. Further, the Company’s Management Discussion andAnalysis of Financial Condition and Results of Operations has been prepared in accordance with Item 303(c) of Regulation S-K.

Overview

Vertical Data Inc. is a systems and solutions technology provider delivering high performance compute solutions to enterprise and data center clients. 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.

We distribute technology products from original equipment manufacturers (“OEMs”) as well as suppliers of next-generation technologies and delivery models such as converged and hyper-converged infrastructure. We purchase peripherals, IT systems, systems components, software, and networking equipment from a network of suppliers, consisting of mainly two vendors, and sell them to our data center and enterprise customers. The Company also engages in the coordination and provision of data center services and hosting services for our customers.

Our Company’s business model focuses on supporting the demand for enterprise AI compute capability. We are characterized by high volumes of sales and price sensitivity by our end users. The market for IT products is generally characterized by declining unit prices and short product life cycles. We set our sales price based on the market supply and demand characteristics for each particular product or bundle of products we distribute and services we provide. In addition, we try to provide just-in-time delivery of the IT products to avoid taking significant inventory in order to ensure positive working capital cycles and to ensure our product offerings tie with current market demands.

We are highly dependent on the end-market demand for IT products and on our partners’ strategic initiatives and business models. This end market demand is influenced by many factors including the introduction of new IT products and software by OEMs, replacement cycles for existing IT products, trends toward AI computing, overall economic growth and general business activity. A difficult and challenging economic environment may also lead to consolidation or decline in the IT industries and increased price-based competition

We are an early-stage company. Our financial results reflect our investment in building a direct sales force for revenue-producing initiatives and the development of a business development team for identifying target customers and key equipment and hardware suppliers.

We are a value-added reseller of best-in-class technology and computing solutions to data centers. Our mission is to expand the availability of high-performance computing to the global landscape. We accomplish this by providing infrastructure hardware and services to data centers and enterprises looking to utilize high performance compute such as machine learning and inference.

We intend to make deliberate and substantial investments in support of our mission and long-term growth. For example, we have invested in building a team of expert and experienced consultants and business development personnel that is responsible for development and expansion of our customer base and our technology supplier base. We also plan to make significant investments in sales and marketing and incentives to grow and retain our customer base.

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Our priorities are to (a) continue to invest in identifying best-in-class technologies that will enable us to expand our product offerings, (b) establishing and extending our product offerings in new jurisdictions, and (c) expand our product and service offerings that are related to and complimentary of our existing product offerings.

Our current business is highly scalable with relatively minimal incremental spend in adding consulting resources to our sales and business development personnel. We will continue to manage our fixed-cost base in conjunction with our market entry plans and focus our variable spend on marketing, customer experience and support to become the value-added reseller of choice for customers and to maintain favorable relationships with suppliers. We also expect to improve our profitability over time as our revenue and gross margin expand as customer relationships mature and expand, and our variable marketing expenses and fixed costs stabilize or grow at a slower rate.

Our path to profitability is based on the acceleration of positive contribution profit growth driven by increased revenue and gross margin generation from ongoing customer acquisition, strong customer retention, improved monetization from increased sales volume, as well as scale benefits from investments in our general and administrative functions. On an adjusted EBITDA basis, we expect to achieve profitability when total contribution profit exceeds the fixed costs of our business, which depends, in part, on the number of customers that have access to our product offerings and the other factors summarized in the section entitled “Cautionary Statement Regarding Forward-Looking Statements”.

We distribute our products and technology solutions through direct sales channels managed by our team of consultants in addition to our own direct-to-customer platforms and web pages.

The Company was incorporated in Nevada on May 3, 2024, and our corporate office is currently located in Las Vegas, Nevada.

Liquidityand Capital Resources

The Company has funded its operations primarily through ongoing sales of equipment to its customers and through private equity offerings to investors. During the three months ended December 31, 2025, these sales resulted in gross proceeds of approximately $0.2 million. As of December 31, 2025, the Company has not borrowed money to fund its business through either notes payable or lines of credit. The Company plans to continue to fund its operations through private equity offerings as well as cash generated from its ongoing business operations.

The Company purchases equipment from certain suppliers to sell to its customers. However, as of December 31, 2025, the Company has not entered into any long-term commitments or contractual obligations with those suppliers to purchase equipment. Further, while the Company entered into a lease agreement during October of 2024, the agreement is on a month-to-month basis and we do not expect the agreement to have a material impact on our financial statements or results of operations.

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CashFlows

Forthe three months ended December 31, 2025

The following table summarizes the Company’s cash flows for the three months ended December 31, 2025:

	Three<br> Months Ended December 31,
	2025			2024
Net loss	$	(652,635	)	$	(837,458	)
Net cash (used in) provided by operating activities		(334,712	)		74,248
Net cash provided by financing<br> activities		182,000			1,093,400
Net change in cash and cash equivalents	$	(152,712	)	$	1,167,648
Cash and cash equivalents,<br> beginning of period		372,718			427,722
Cash and cash equivalents,<br> end of period	$	220,006		$	1,595,370

OperatingActivities

Net cash used in operating activities for the three months ended December 31, 2025 was approximately $0.3 million. The amount was primarily comprised of a net loss of $0.7 million, offset by stock-based compensation expense of approximately $0.3 million and the net change in assets and liabilities of approximately $0.1 million.

Net cash used in operating activities for the three months ended December 31, 2024 was approximately $0.1 million. The amount was primarily comprised of a net loss of $0.8 million, offset by stock-based compensation expense of approximately $0.5 million and the net change in assets and liabilities of approximately $0.4 million.

InvestingActivities

There were no investing activities during the three months ended December 31, 2025 and 2024.

FinancingActivities

Net cash provided by financing activities for the three months ended December 31, 2025, consisted solely of sales of common shares resulting in net proceeds of approximately $0.2 million.

Net cash provided by financing activities for the three months ended December 31, 2024, consisted solely of sales of common shares resulting in net proceeds of approximately $1.1 million.

GoingConcern

Pursuant to the guidance in ASC 205-40 Going Concern, for each annual and interim reporting period an entity’s management must evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. To that extent, the Company incurred a net loss of approximately $0.7 million during the three months ended December 31, 2025. Further, the Company had cash on hand of approximately $0.2 million as of December 31, 2025. Based on the above, the Company determined that there was substantial doubt about its ability to continue as a going concern. The Company hopes to mitigate the substantial doubt through its future capital raises and operating income.

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Resultsof Operations

We are an early-stage company, and our historical results may not be indicative of our future results. Accordingly, the drivers of our future financial results, as well as the components of such results, may not be comparable to our historical or future results of operations.

Our financial results for the three months ended December 31, 2025 and 2024 are summarized as follows:

	Three Months Ended December 31,
	2025			2024
Revenue	$	57,000		$	3,666,000
Cost of revenue		48,900			3,598,000
Gross margin	$	8,100		$	68,000
Operating expenses:
Contract labor		157,795			125,210
Professional services		87,452			112,763
Salaries		45,000			60,000
Travel and entertainment		50,289			37,290
Stock-based compensation		266,076			464,118
Software expense		30,757			6,745
Commissions and fees		-			68,105
Other		23,366			31,227
Total operating expenses		660,735			905,458
Loss from operations		(652,635	)		(837,458	)
Net loss	$	(652,635	)	$	(837,458	)

Comparison ofthe three months ended December 31, 2025 and 2024

Revenue

Total revenue was $57,000 and $3,666,000 for the three months ended December 31, 2025 and 2024, respectively. Revenue decreased by $3,609,000, or 98%, due to a reduction in the number of products sold during the period. Revenue decreased compared to the prior-year period primarily due to the timing of orders. Certain transactions expected to close during the quarter were delayed as customer decision-making and procurement cycles extended and supplier and inventory lead times lengthened, resulting in deliveries shifting into subsequent periods. We believe the revenue decrease is not indicative of underlying demand trends. We have continued to expand our sales pipeline and enhance our financing offerings, which we believe supports increased customer adoption and conversion of opportunities, and we expect revenue to improve as delayed transactions progress and deliveries occur. However, revenue may vary from period to period based on the timing of customer orders, deliveries, and customer acceptance, among other factors.

Costof Sales

Total cost of sales was $48,900 and $3,598,000 for the three months ended December 31, 2025 and 2024, respectively. Cost of sales decreased by $3,549,000, or 99%, due to the reduction in revenue.

OperatingExpenses

Total operating expense was approximately $0.7 million and $0.9 million for the three months ended December 31, 2025 and 2024, respectively. Operating expense decreased by approximately $0.2 million, or 27%, primarily due to decreases in stock-based compensation of approximately $198,000, commissions and fees of approximately $68,000, professional services of approximately $25,000, salaries expense of approximately $15,000 and other expenses of approximately $8,000, which were partially offset by increases in contract labor of approximately $33,000, software expense of approximately $24,000 and travel and entertainment of $13,000. Commissions and fees decreased by approximately $68,000 due to lower sales during the current period compared to the prior period.

CriticalAccounting Estimates

There have been no material changes in the Company’s Critical Accounting Estimates as compared to our most recent fiscal year ended September 30, 2025.

RecentAccounting Pronouncements

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ITEM

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item, as disclosed in our most recent Form 10-K filed with the Securities and Exchange Commission on December 29, 2025.

ITEM

CONTROLS AND PROCEDURES.

DisclosureControls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation of our disclosure controls and procedures as of December 31, 2025, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective.

Changesin Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART

II - OTHER INFORMATION

ITEM

LEGAL PROCEEDINGS

The Company currently is not a party to any legal proceedings and, to the Company’s knowledge; no such proceedings are threatened or contemplated.

ITEM

1A. RISK FACTORS

Investment in our securities involves risk. An investor or potential investor should consider the risks included under the caption “Risk Factors” in our Form S-1/A that was declared effective on July 09, 2025 when making investment decisions regarding our securities. The risk factors disclosed in our Form S-1/A have not materially changed since the date of such filing.

ITEM

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On December 31, 2025, the Company sold 364,000 shares of common stock for gross proceeds of $182,000 to certain accredited investors. The sale did not include any underwriting discounts or commissions. Further, all of the securities described below were issued in reliance on the exemption from registration provided by Rule 506(b) of the Securities Act of 1933.

ITEM

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM

MINE SAFETY DISCLOSURES

Not applicable.

ITEM

OTHER INFORMATION

None.

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ITEM

EXHIBITS

The following exhibits are filed as part of this Form 10-Q:

Exhibit<br> Number	Description
31.1*	Certification of Chief<br> Executive Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief<br> Financial Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Chief<br> Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief<br> Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	Inline XBRL Instance Document (the instance<br> document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH**	Inline XBRL Taxonomy Extension Schema Document
101.CAL**	Inline XBRL Taxonomy Extension Calculation<br> Linkbase Document
101.DEF**	Inline XBRL Taxonomy Extension Definition<br> Linkbase Document
101.LAB**	Inline XBRL Taxonomy Extension Labels Linkbase<br> Document
101.PRE**	Inline XBRL Taxonomy Extension Presentation<br> Linkbase Document
104**	Cover Page Interactive Data File (formatted<br> as Inline XBRL and contained in Exhibit 101)

* Filed herewith

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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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 thereunto duly authorized.

VERTICAL

DATA INC.

Signature	Title	Date
/s/ Deven Soni		February<br> 13, 2026
Deven<br> Soni	(President<br> and Chief Executive Officer)
/s/ Christopher Creatura		February<br> 13, 2026
Christopher<br> Creatura	(Chief<br> Financial Officer)

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Exhibit31.1

CERTIFICATION

I, Deven Soni, as President and Chief Executive Officer, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q of Vertical Data Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements and other financial information included in this report fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed,<br> based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit<br> committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
Date: February<br> 13, 2026	By:	/s/ Deven Soni
---	---	---
		Deven Soni
		President and Chief Executive Officer

Exhibit31.2

CERTIFICATION

I, Christopher Creatura, as Chief Financial Officer, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q of Vertical Data Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements and other financial information included in this report fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Omitted pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a)
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I<br> have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
Date: February<br> 13, 2026	By:	/s/ Christopher Creatura
---	---	---
		Christopher Creatura
		Chief Financial Officer

Exhibit32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Vertical Data Inc. (the “Company”) for the quarter ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deven Soni, as the Company’s President and Chief Executive Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February<br> 13, 2026	By:	/s/ Deven Soni
		Deven Soni
		President and Chief Executive Officer

Exhibit32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Vertical Data Inc. (the “Company”) for the quarter ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher Creatura, as the Company’s Chief Financial Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February<br> 13, 2026	By:	/s/ Christopher Creatura
		Christopher Creatura
		Chief Financial Officer