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VERSES® Announces Closing of Private Placement Offering of Units

(Neutral)
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Tags
private placement offering

VERSES (CBOE:VERS / OTCQB:VRSSF) closed a non-brokered private placement on March 16, 2026, issuing 1,170,807 Units at C$0.75 each.

The Company raised gross proceeds of C$745,805 (approximately US$547,644) from 994,407 Units and extinguished C$132,300 (approx. US$97,148) of liabilities via 176,400 Units. Each Unit includes one Share and one-half Warrant exercisable at C$1.00 for 24 months. The Company paid C$16,160 in cash finders’ fees and issued 75,546 finder warrants. All securities are subject to a four-month hold. Insider Michael Blum subscribed for 53,333 Units (C$40,000). Net proceeds are for liquidity, R&D and working capital.

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Positive

  • Gross proceeds of C$745,805 (approximately US$547,644)
  • Extinguished C$132,300 of liabilities via issuance of Units
  • Net proceeds earmarked for R&D, working capital and liquidity

Negative

  • Issued 1,170,807 Units plus associated warrants, creating potential dilution
  • Finder fees of C$16,160 and 75,546 finder warrants increase share overhang
  • Warrants exercisable at C$1.00 for 24 months may pressure share supply if exercised

News Market Reaction – VRSSF

+46.28%
+46.28% Session close to close

In the Mar 16 session, VRSSF gained 46.28%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock surged +46.3% in the session following this news. A strong positive reaction aligns with a...
Analysis

The stock surged +46.3% in the session following this news. A strong positive reaction aligns with a company that has repeatedly relied on external capital, as shown by prior unit and debenture financings. This equity placement raised C$745,805 in cash and extinguished C$132,300 in liabilities, which may be viewed against previously disclosed cash of $67,954 and going-concern warnings. However, added warrants and Units increase dilution risk, and past financing news sometimes preceded later weakness, so sustainability depended on how effectively the new funds supported operations.

Key Figures

Units offered: 1,170,807 Units Unit price: C$0.75 (US$0.55) per Unit Gross cash proceeds: C$745,805 (US$547,644) +5 more
8 metrics
Units offered 1,170,807 Units Total Units in non-brokered private placement
Unit price C$0.75 (US$0.55) per Unit Pricing of equity Units in the Offering
Gross cash proceeds C$745,805 (US$547,644) Cash raised before commissions and expenses
Liabilities extinguished C$132,300 (US$97,148) Debt settled via issuance of 176,400 Units
Warrant exercise price C$1.00 (US$0.73) per Share Exercise price for each whole Warrant for 24 months
Finders’ fees C$16,160 (US$11,866) Aggregate cash finders’ fees paid for the Offering
Finder warrants issued 75,546 Finder Warrants Compensation to certain non-U.S. finders
Insider participation 53,333 Units for C$40,000 (US$29,372) Subscription by board chairman Michael Blum

Historical Context

5 past events · Latest: Feb 20 (Negative)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Feb 20 Quarterly 10-Q filed Negative -3.6% 10-Q detailed larger shareholders’ deficit, tight liquidity, and going-concern risk.
Feb 13 Investor update webinar Neutral -15.8% Announcement of a corporate overview and investor update webcast.
Feb 10 Management changes Negative -45.4% Founders resigned; interim CEO appointed with focus on commercialization and cost cuts.
Jan 16 Workforce restructuring Positive +10.4% Headcount cut about 50% to reduce operating costs and improve liquidity.
Dec 19 Convertible debenture financing Neutral -4.5% Closed C$2.65M secured convertible debenture unit financing for working capital.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent financing, management, and filing news often coincided with share price weakness, while cost-cutting restructuring drew a positive reaction.

Recent Company History

Over the past few months, VERSES has combined restructuring, leadership changes, and serial financings to address liquidity pressures. A January 16 restructuring aimed to cut headcount by about 50% and improve liquidity, and a December CAD$2.65M convertible debenture financing provided additional capital. Subsequent management turnover and webinars explaining strategy and funding needs were generally met with share price declines. Against that backdrop, today’s equity private placement adds to the pattern of balance-sheet focused actions as the company works through a shareholders’ deficiency and going-concern risks highlighted in its Dec 31, 2025 filings.

Key Terms

non-brokered private placement, share purchase warrant, warrant, finder warrants, +4 more
8 terms
non-brokered private placement financial
"it has closed a non-brokered private placement offering of 1,170,807 units"
A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.
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 Warrant entitles the holder to purchase one Share of the Company"
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.
finder warrants financial
"issued an aggregate of 75,546 finder warrants (each, a “Finder Warrant”)"
Finder warrants are tradable rights given to a broker, advisor, or intermediary as payment for introducing new investors, allowing that finder to buy a set number of company shares at a fixed price within a defined time. They matter to investors because they can dilute existing ownership if converted and can create future selling pressure, while also signaling that the company is paying to attract capital—potential upside exists if the stock rises above the warrant price.
statutory hold period regulatory
"All securities issued under the Offering are subject to a statutory hold period of four months"
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.
Multilateral Instrument 61-101 regulatory
"within the meaning of Multilateral Instrument 61-101 (“MI 61- 101”)"
Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.
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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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VANCOUVER, British Columbia, March 16, 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 closed a non-brokered private placement offering of 1,170,807 units (the “Units”) of the Company at a price of C$0.75 (US$0.55) per Unit (the “Offering”). Pursuant to the Offering, the Company raised gross cash proceeds of C$745,805 (approximately US$547,644) through the issuance of 994,407 Units, before deducting commissions and expenses incurred in connection with the Offering, and extinguished C$132,300 (approximately US$97,148) in liabilities through the issuance of 176,400 Units.

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$0.73) 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 Offering, the Company paid aggregate cash finders’ fees of C$16,160 (approximately US$11,866) and issued an aggregate of 75,546 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 $0.55) 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$0.73) 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.

Michael Blum, the chairman of the Company's board, subscribed for 53,333 Units under the Offering for aggregate gross proceeds of C$40,000 (approximately US$29,372). The issuance of the Units to Mr. Blum pursuant to the Offering (the “Insider Participation”) is considered to be a related party transaction within the meaning of Multilateral Instrument 61-101 (“MI 61- 101”).The Insider Participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders will exceed 25% of the Company's market capitalization.

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 12, 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$0.7343. 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 did VERSES (VRSSF) raise in the March 16, 2026 private placement?

VERSES raised gross proceeds of C$745,805 (approx. US$547,644). According to the company, that amount came from the sale of 994,407 Units at C$0.75 per Unit, with additional Units issued to extinguish liabilities.

What securities were issued in the VERSES (VRSSF) offering and what are the warrant terms?

The Company issued Units (Share + half Warrant) and finder warrants. According to the company, each whole Warrant is exercisable at C$1.00 per Share for 24 months from issuance.

Did any insiders participate in the VERSES (VRSSF) private placement on March 16, 2026?

Yes. Michael Blum subscribed for 53,333 Units for C$40,000. According to the company, the Insider Participation was exempt from formal valuation and minority approval under MI 61-101.

How will VERSES (VRSSF) use the net proceeds from the private placement?

The net proceeds are intended to strengthen liquidity, fund R&D, and support working capital. According to the company, proceeds will finance continuing operations and research and development objectives.

Are the Units and Warrants from VERSES (VRSSF) tradable in the United States?

No. The Units and related securities were not registered under the U.S. Securities Act. According to the company, they may not be offered or sold in the U.S. absent registration or an applicable exemption.