VERSES® Announces Closing of Second Tranche of Private Placement Offering of Units

Rhea-AI Summary

VERSES AI (VRSSD) closed a second tranche of a non-brokered private placement, issuing 473,500 Units at C$0.75 each for gross proceeds of C$355,125 (US$257,318).

Together with the prior tranche, the Company raised aggregate gross proceeds of C$1,100,930 (US$797,717) and extinguished C$132,300 (US$95,863) of liabilities through issuance of 1,644,307 Units. Each Unit includes one Share and one-half Warrant; Warrants exercise at C$1.00 per Share for 24 months. Finder fees of C$10,410 and 29,880 finder warrants were issued. Proceeds are intended to strengthen liquidity, fund R&D, working capital, and general corporate purposes. All securities carry a statutory four-month hold.

Positive

• Gross proceeds of C$1,100,930
• Extinguished C$132,300 of liabilities
• Raised cash to fund R&D and operations
• Issued 1,644,307 Units to strengthen liquidity

Negative

• Potential share overhang from Warrants exercisable at C$1.00 for 24 months
• Issued 29,880 finder warrants, adding dilution risk
• Finder fees paid of C$10,410 reducing net proceeds

Key Figures

Second tranche units: 473,500 Units Unit price: C$0.75 per Unit Second tranche proceeds: C$355,125 +5 more

8 metrics

Second tranche units 473,500 Units Non-brokered private placement second tranche

Unit price C$0.75 per Unit Pricing for private placement Units

Second tranche proceeds C$355,125 Gross proceeds from second tranche

Aggregate cash proceeds C$1,100,930 Total gross cash raised across tranches

Liabilities extinguished C$132,300 Liabilities settled via Units issuance

Total Units issued 1,644,307 Units Aggregate Units issued in the Offering

Warrant exercise price C$1.00 per Warrant Share Exercise price for Warrants and Finder Unit Warrants

Finder fees (cash) C$10,410 Aggregate cash finders’ fees for second tranche

Market Reality Check

Price: $6.55 Vol: Volume 20,271 is below th...

low vol

$6.55 Last Close

Volume Volume 20,271 is below the 20-day average of 53,045, indicating no unusually heavy trading ahead of this financing news. low

Technical Price 6.5475 is trading slightly above the 200-day MA of 6.15.

Peers on Argus

No peers with momentum data or same-day headlines were provided, suggesting the ...

No peers with momentum data or same-day headlines were provided, suggesting the move was stock-specific rather than sector-driven.

Market Pulse Summary

This announcement details a completed private placement that raised gross cash proceeds of C$1,100,9...

Analysis

This announcement details a completed private placement that raised gross cash proceeds of C$1,100,930 and extinguished C$132,300 in liabilities through issuing 1,644,307 Units with attached Warrants. The capital was earmarked for research and development, working capital, and general corporate purposes. Investors may track how efficiently these funds support the company’s objectives, the impact of new Warrants on potential dilution, and any follow-on regulatory filings or financing activities.

Key Terms

private placement, share purchase warrant, warrant, statutory hold period, +2 more

6 terms

private placement financial

"completed a second tranche of its non-brokered private placement through the issuance"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

share purchase warrant financial

"one-half of one Share purchase warrant (each whole Share purchase warrant, a “Warrant”)"

A share purchase warrant is a tradable instrument that gives its holder the right, but not the obligation, to buy a company’s shares at a fixed price within a set time frame. Think of it like a coupon to buy a product at today’s price later on; warrants matter to investors because exercising them can increase the number of shares outstanding (which can lower existing share value) and they offer a leveraged way to benefit if the stock rises above the warrant price.

warrant financial

"each whole Share purchase warrant, a “Warrant”"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

statutory hold period regulatory

"subject to a statutory hold period of four months plus a day from the date of issuance"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

regulation s regulatory

"were not “U.S. persons” as defined in Regulation S under the U.S. Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

u.s. securities act regulatory

"under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)"

A U.S. securities act is a federal law that requires companies to disclose clear, detailed information before offering stocks or bonds to the public and prohibits false or misleading statements. Think of it as a product label and consumer-protection rule for investments: it helps investors know what they’re buying and provides legal remedies if information is withheld or deceptive, which can affect confidence, pricing and the ability of companies to raise money.

AI-generated analysis. Not financial advice.

VANCOUVER, British Columbia, March 27, 2026 (GLOBE NEWSWIRE) -- VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSF) (“VERSES” or the “Company”), a cognitive computing company specializing in next-generation intelligent software systems, is pleased to announce that it has completed a second tranche of its non-brokered private placement through the issuance of 473,500 units (the “Units”) of the Company at a price of C$0.75 (US$0.54) per Unit for gross proceeds of C$355,125 (approximately US$257,318). Together with the previously completed tranche, which was announced on March 16, 2026, the Company has raised aggregate gross cash proceeds of C$1,100,930 (approximately US$797,717), and extinguished C$132,300 (approximately US$95,863) in liabilities, through the issuance of an aggregate of 1,644,307 Units (the “Offering”).

Each Unit is comprised of one Class A Subordinate Voting Share of the Company (a “Share”) and one-half of one Share purchase warrant (each whole Share purchase warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Share of the Company (a “Warrant Share”) at an exercise price of C$1.00 (approximately US$0.72) per Warrant Share at any time until the date that is 24 months from the date of issuance, subject to adjustment in certain events.

The net proceeds of the Offering are intended to strengthen the Company's financial position and provide liquidity to finance continuing operations, including, in particular, the Company's expenses incurred, and expected to be incurred, in connection with the Company's research and development objectives, and for working capital and general corporate purposes. 

In connection with the second tranche of the Offering, the Company paid aggregate cash finders’ fees of C$10,410 (approximately US$7,543) and issued an aggregate of 29,880 finder warrants (each, a “Finder Warrant”) to certain finders located outside of the United States, who assisted the Company with the offer and sale of Units to purchasers who were not “U.S. persons” as defined in Regulation S under the U.S. Securities Act (as defined below). Each Finder Warrant entitles the holder thereof to acquire one finder unit (a “Finder Unit”) at a price of C$0.75 (approximately $0.54) for a period of 24 months from the Closing Date. Each Finder Unit will consist of one Share and one half of one Share purchase warrant (each whole warrant, a “Finder Unit Warrant”), and each Finder Unit Warrant will be exercisable to purchase one additional Share at a price of C$1.00 (approximately US$0.72) per Share for a period of 24 months from the closing of the Offering.

All securities issued under the Offering are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada.

None of the Units nor the underlying Shares and Warrants that were offered and sold in the Offering have been or will be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and none of the Shares, Warrants, or Shares issuable upon exercise of the Warrants may be offered or sold in the United States absent registration under the U.S. Securities Act and all applicable state securities laws or an applicable exemption from such registration requirements.

This news release shall not constitute an offer to sell, or a solicitation of an offer to buy, the Units in the United States, and shall not constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This news release is being issued pursuant to and in accordance with Rule 135c under the U.S. Securities Act.

References to “US$” are to United States dollars and references to or “C$” are to Canadian dollars. On March 25, 2026, the daily average exchange rate as reported by the Bank of Canada for the conversion of one Canadian dollar into United States dollars was C$1.00 equals US$0.7246. The Shares are currently trading in Canada on the Cboe Canada exchange under the symbol “VERS” and in the United States on the OTCQB under the symbol “VRSSF”. 

About VERSES

VERSES® is a cognitive computing company building next-generation intelligent agentic systems modeled after the wisdom and genius of Nature. Designed around first principles found in science, physics and biology, our flagship product, Genius,™ is an agentic enterprise intelligence platform designed to generate reliable domain-specific predictions and decisions under uncertainty. Imagine a Smarter World that elevates human potential through technology inspired by Nature. Learn more at verses.ai, LinkedIn and X.

On behalf of the Company
David Scott, CEO, VERSES AI Inc.
Press Inquiries: press@verses.ai
Investor Relations Inquiries
James Christodoulou, Chief Financial Officer
IR@verses.ai, +1(212)970-8889

Cautionary Note Regarding Forward-Looking Statements

This news release contains statements which constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and plans of the Company. Forward-looking information and forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions. More particularly and without limitation, this news release contains forward–looking statements and information relating to the intended use of proceeds from the Offering.

The forward–looking statements and information are based on certain key expectations and assumptions made by the management of the Company. As a result, there can be no assurance that such plans will be completed as proposed or at all. Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the net proceeds from the Offering will be sufficient to fund the Company's intended activities; the Company will be able to execute on its research and development objectives as planned; and general business, market and economic conditions will not materially change. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward–looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward–looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the Company's ability to successfully implement its business plan and achieve its research and development objectives; changes in general economic and market conditions; the Company's ability to maintain sufficient working capital and liquidity; dependence on key personnel and the ability to attract and retain qualified employees; competition from other companies in the Company's industry; and other risks detailed from time to time in the filings made by the Company in accordance with securities regulations. Accordingly, readers should not place undue reliance on the forward–looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

The forward–looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward–looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

FAQ

How much cash did VERSES AI (VRSSD) raise in the private placement on March 27, 2026?

The Company raised aggregate gross proceeds of C$1,100,930 across both tranches. According to the company, the second tranche added C$355,125, bringing total proceeds to C$1,100,930 (approximately US$797,717).

What securities were issued in VERSES AI's (VRSSD) offering and what are the warrant terms?

The offering issued Units each containing one Share and one-half Warrant. According to the company, Warrants are exercisable at C$1.00 per Share for 24 months from issuance.

How did the private placement affect VERSES AI's (VRSSD) liabilities and liquidity?

The placement extinguished C$132,300 of liabilities and added cash for operations. According to the company, net proceeds will strengthen the balance sheet and support R&D, working capital, and general corporate purposes.

What finder compensation did VERSES AI (VRSSD) pay for the second tranche on March 27, 2026?

The Company paid aggregate cash finders' fees of C$10,410 and issued 29,880 finder warrants. According to the company, these were paid to non-U.S. finders who assisted with the offering.

Are the Units and warrants from VERSES AI's (VRSSD) offering tradable in the U.S.?

No. The Units, Shares, and Warrants were not registered under the U.S. Securities Act and cannot be sold in the U.S. absent registration or an applicable exemption, according to the company.

When can investors sell the securities issued in VERSES AI's (VRSSD) offering?

Securities issued are subject to a statutory hold period of four months plus one day. According to the company, this hold applies under applicable Canadian securities legislation from the date of issuance.