VIDA 10-K & 10-Q changes, risk factors and insider trading

During the threesix months ended MarchJune 31,30, 2026, two (2) customers accounted for approximately 43%46% of our total revenues during the applicable period, period, with one customer representing approximately 33%35% of revenue while the other customer represents approximately 10%11% of revenue. Both of such customers are commercial customers. During the threesix months ended MarchJune 31,30, 2025, one (1) customer accounted for approximately 13% 20% of our total revenues during the applicable period. Such customer is a commercial customer. For the three months ended June 30, 2026, two customers accounted for approximately 39% of revenue, with one customer representing approximately 27% of revenue while the other represents approximately 12% of revenue. Both of such customers are commercial customers. For the three months ended June 30, 2025, three customers accounted for approximately 33% of revenue, with one customer representing approximately 12% of revenue while two other represents approximately 11% of revenue each. All three such customers are commercial customers.

We generally enter into terms of engagement with our largest customers, including the customers identified above. Our largest current customers customers entered into terms of engagement with us pursuant to which they are provided proprietary Voice and Messaging Telephone AI agents and related services. The license fees that we receive under our terms of engagement are fixed minimum monthly hosting fees with overage charges based on usage. Our terms of engagement with our largest customers generally renew automatically for one year terms and are terminable by the customer upon prior written notice of thirty days.

Although our platform includes features such as consent capture, proof storage, do-not-contact enforcement, quiet-hour controls, and caller ID attestation, our customers and partners control how they use these features and are responsible in the first instance for compliance with applicable laws. For example, we gate certain higher-risk features—such as auto dialer capabilities, which are disabled by default and require additional written agreements and configuration reviews before activation. Our customers are responsible for customizing consent/monitoring disclosures (our defaults require all-party consent to recording but customers may change those settings). We contractually require customers and partners to obtain all necessary consents and required brand and campaign registrations with mobile carriers, and comply with applicable rules. However, if our customers or partners fail to implement required registrations, disclosures, or consent flows, or if our gating, defaults, or guidance prove insufficient, we could face carrier blocks, investigations, class actions, or required changes to product functionality. Claims under the TCPA and similar laws can result in substantial statutory damages per call or message, aggregated in putative class actions, as well as injunctions, regulatory investigations, and reputational harm. Any determination that we, our customers, or our partners have violated telemarketing, anti-spam, or related laws could result in significant liability, require changes to our platform or business practices, reduce usage of our services, and adversely affect our business, financial condition, and results of operationsoperations.

Although we believe cryptocurrency has the potential to serve as a hedge against inflation in the long term, the short-term price of cryptocurrency as an asset class declined in recent periods during which the inflation rate increased. Some investors and other market participants may disagree with our cryptocurrency acquisition strategy or actions we undertake to implement it. If cryptocurrency prices were to decrease or our cryptocurrency acquisition strategy otherwise proves unsuccessful, our financial condition, results of operations, and the market price of our securities would be materially adversely impacted. We hold bitcoin as part of our treasury strategy and account for bitcoin at fair value with changes recognized in other income (expense). In 2025, bitcoin had a high price of $126,198 and a low price of $74,437 and as of August 1, 2026, bitcoin had a price of $62,763. As a result, our reported net loss may be significantly affected by changes in the market price of bitcoin, which is outside of our control and may introduce material volatility to our reported results.

We have made investments in bitcoin as part of our bitcoin treasury strategy. In connection therewith, we maintain a bitcoin treasury reserve, which held 11.690 bitcoin with a fair value of $797,950$699,525 as of MarchJune 31,30, 2026 and based on observable market prices, representing approximately 15%4% of our total assets as of MarchJune 31,30, 2026. Our bitcoin treasury strategy contains various risks, which include, but are not limited to, the following:

As of MarchJune 31,30, 2026, we had federal net operating loss, or NOL, carryforwards of approximately $7.2$8.4 million and state NOL carryforwards of approximately $1.6$2.0 million. Approximately $0.2$0.3 million of our state NOL carryforwards expiresbegin expiring in 2045 and approximately $1.7 $1.4 million may be carried forward indefinitely. Since our company was incorporated in 2022, we do not have any NOLs generated in tax years beginning before January 1, 2018. Under current U.S. federal income tax law, NOLs generated in tax years beginning after December 31, 2017 may be carried forward indefinitely, but utilization of such post-2017 NOLs that are carried forward to taxable years beginning beginning after December 31, 2020 is limited to a maximum of 80% of the taxable income for such year determined without regard to such carryforwards. carryforwards. Such limitation could harm our business, results of operations, financial condition or prospects.

Our current controls and any new controls we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our results of operations, may result in a restatement of our financial statements for prior periods, cause us to fail to meet our reporting obligations, and could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we are required to include in the periodic reports we will file with the SEC. However, while we remain an “emerging growth company,” we will not be required to include an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our securities. We are not currently required to comply with the SEC rules that implement Sections 302 andSection 404 of the Sarbanes-Oxley Act, and we are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose.

Results of Operations for the three months ended June 30, 2026

Revenue increased by approximately $270,400$251,000 to approximately $306,000$324,000 for the three months ended MarchJune 31,30, 2026 from approximately $35,700$73,000 for the three months ended MarchJune 31,30, 2025. The increase was primarily driven by growth in subscription and usage-based fees as partner and enterprise customer adoption of our AI Agent OS increased during the period.

Cost of revenue increased by approximately $70,600$83,000 to approximately $146,500$166,000 for the three months ended MarchJune 31,30, 2026 from approximately $84,000 $75,900 for the three months ended MarchJune 31,30, 2025. This increase was primarily attributable to higher software, hosting, cloud infrastructure, data, network services and other technology costs required to support the growth in customer usage of our platform.

General and administrative expenses increased by approximately $496,500$788,000 to approximately $631,100$846,000 for the three months ended MarchJune 31,30, 2026, compared compared to approximately $134,600$58,000 for the three months ended MarchJune 31,30, 2025, primarily due to an increase in legal and accounting services of approximately $143,000, $277,000, an increase in salaries andof employeeapproximately benefits$286,000, increase in stock compensation of approximately $191,900$81,000, andan increase in contract labor of approximately $95,000, an increase in contractoffice labor expenses of approximately $42,000.$49,000. ThisThese increaseincreases waswere primarily attributable to the Company scaling and expanding its operations.

Sales and marketing expenses increased by approximately $120,500$445,000 to approximately $231,200$587,000 for the three months ended MarchJune 31,30, 2026, compared to approximately $110,700$141,000 for the three months ended MarchJune 31,30, 2025, primarily due to an increase in advertising and marketing fees incurred of approximately $44,000 and$130,000, an increase in salaries and employee benefits of approximately $79,600. This$163,000, increase wasin public relation expenses of approximately $130,000 and other expenses increase of approximately $10,000. These increases were primarily due to the Company working towards expanding its brand awareness and customer adoption.

Other Expense (income)

Other expensesexpense (income) was approximately $100,000 for the three months ended MarchJune 31,30, 2026, resultedcompared into other expense of approximately $225,400, an increaseincome of approximately $110,000 compared to approximately $115,300 of other expense$260,000 for the three months ended MarchJune 31,30, 2025, duea change of approximately $360,000, driven by an unrealized loss on bitcoin in the current period compared to an increaseunrealized gain and realized gain in unrealized lossthe onprior bitcoin.period.

As of MarchJune 31,30, 2026, we had:

Our current liabilities are limited and primarily consist of accounts payable, accrued expenses, credit card payable, and deferred revenue. We have no outstanding debt for borrowed money.

We expect to continue to incur operating losses and use cash in operations as we invest in growth. We believe our existing cash and bitcoin holdings, together with the net proceeds from our IPO in May 2026,holdings will provide us with additional resources to fund operations and planned investments. We believe it is probable that we will be able to meet our obligations as they become due for at least the next twelve months after the date the condensed financial statements included in this Quarterly Report on Form 10-Q are issued. However, our future capital requirements will depend on many factors, including the pace of revenue growth, the timing and extent of investment in product development and go-to-market initiatives, and our ability to manage third-party platform costs.

Since 2022, we have held bitcoin as part of our treasury strategy. As of MarchJune 31,30, 2026, we held 11.690 bitcoin. We believe that incorporating bitcoin as part of our treasury strategy can act as a hedge against inflation and currency devaluation,devaluation and offers long-term appreciation potential. In addition, including bitcoin on our balance sheet provides diversification to our treasury holdings. We have funded our bitcoin treasury through invested capital, contribution in exchange for securities and periodic purchases. Unlike digital asset treasury (DAT) companies, we do not expect to conduct securities offerings for the purpose of accumulating and holding significant amounts of crypto assets to generate yield. Instead, we expect that we may selectively purchase additional bitcoin when we believe it offers a good value proposition or store of value. In addition, consistent with past practice, we may from time to time sell bitcoin to fund operations and growth. Our purchases and sales of bitcoin currently take place on cryptocurrency exchanges, including Kraken. We may in the future, but do not currently expect to include other crypto assets as part of our treasury strategy.

As of MarchJune 31,30, 2026, we do not self-custody and only utilize third-party qualified custodians to hold our bitcoin. We use a qualified custodian that utilizes risk management and operational best practices around items like hot vs. cold storage, access controls, custody technology, insurance, etc. As of the date hereof, our third-party custodian is Kraken (legally named Payward, Inc.). In connection therewith, on February 5, 2026, we entered into a written custody agreement with Kraken, pursuant to which Kraken has agreed to provide us with services relating to, among other things, trading, execution and custody of our bitcoin pursuant to our instructions in exchange for fees and expenses as set forth in the custody agreement. The custody agreement with Kraken has a term of one year, with automatic renewals for successive one-year terms annually, unless earlier terminated or not renewed pursuant to the terms thereof. All private keys are held in cold storage. Our bitcoin stored by Kraken is not commingled with assets of other customers. Kraken does not carry insurance for any losses of the bitcoin it custodies for us. If we further execute on our treasury strategy, we may include additional custodians. Currently, there is no entity that is responsible for verifying the existence of our crypto assets.

The following table presents the major components of net cash flows used in operating, investing, and financing activities, for the threesix months months ended MarchJune 31,30, 2026 and 2025, respectively.

During the first threesix months of 2026, the net cash outflow from operating activities was approximately $777,800.$1,497,700. This amount was comprised primarily of our net loss of approximately $1,112,200, and by an increase in prepaid expenses and other assets of approximately $236,800$2,681,000; offset primarily by amortization and depreciation of approximately $184,100,$377,700, an unrealized loss on bitcoin of approximately $225,400,$323,800, stock-based compensation from restricted stock awards of approximately $241,700 and an increase in accountsaccrued payable and credit card payableexpenses of approximately $18,300.$307,000.

During the first threesix months of 2025, we had net cash used in operating activities of approximately $194,000.$318,500. The cash used in operating activities was composed primarily of our net loss of approximately $522,000,$593,000, realized gain on bitcoin of approximately $79,000, and the unrealized gain on bitcoin of approximately $66,100, offset primarily by amortization and depreciation of approximately $121,200, the unrealized loss on bitcoin of approximately $115,300,$242,900, and stock-based compensation from restricted stock awards of approximately $52,900. $120,800.

In the normal course of business, the Company enters into noncancelable contracts with certain vendors for services such as cloud hosting, software subscriptions and support. As of MarchJune 31,30, 2026, future minimum noncancelable purchase commitments under threefour software agreements was $57,912$83,703 due within one year.

There have been no significant changes in our critical accounting policies and estimates during the threesix months ending MarchJune 31,30, 2026 as compared with those previously disclosed in the Prospectus.