STOCK TITAN

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

Rhea-AI Impact
(Neutral)
Rhea-AI Sentiment
(Neutral)
Tags
private placement offering

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.

Loading...
Loading translation...

AI-generated analysis. Not financial advice.

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

News Market Reaction – VRSSF

+1.87%
1 alert
+1.87% News Effect

On the day this news was published, VRSSF gained 1.87%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Second-tranche units: 473,500 Units Second-tranche price: C$0.75 per Unit Second-tranche gross proceeds: C$355,125 (US$257,318) +5 more
8 metrics
Second-tranche units 473,500 Units Non-brokered private placement second tranche
Second-tranche price C$0.75 per Unit Pricing for 473,500 Units in second tranche
Second-tranche gross proceeds C$355,125 (US$257,318) Cash raised in second tranche
Aggregate gross cash raised C$1,100,930 (US$797,717) Both tranches of Offering combined
Liabilities extinguished C$132,300 (US$95,863) Extinguished via Units across the Offering
Total Units issued 1,644,307 Units Aggregate for full Offering (both tranches)
Warrant exercise price C$1.00 per Share Exercise price for Warrants and Finder Unit Warrants, 24 months
FX rate C$1.00 = US$0.7246 Bank of Canada daily average rate on March 25, 2026

Market Reality Check

Price: $0.5877 Vol: Volume 6,882 is about 0.2...
low vol
$0.5877 Last Close
Volume Volume 6,882 is about 0.25x the 20-day average of 27,926, indicating muted trading ahead of this financing update. low
Technical Shares at 0.7204 trade well below the 200-day MA of 4.31 and far under the 52-week high of 32.94, though above the 52-week low of 0.5541.

Peers on Argus

VRSSF rose 4.41% while peers showed mixed, mostly modest moves: GOAI up 3.25%, D...

VRSSF rose 4.41% while peers showed mixed, mostly modest moves: GOAI up 3.25%, DDOSF up 0.93%, RMXI down 1.16%, others flat. No peers appeared in the momentum scanner, pointing to a company-specific move around this financing.

Previous Private placement,offering Reports

1 past event · Latest: Mar 16 (Negative)
Same Type Pattern 1 events
Date Event Sentiment Move Catalyst
Mar 16 Private placement close Negative -2.3% Closed first tranche of non-brokered unit financing with warrants attached.
Pattern Detected

The only prior tagged private placement in this period saw a modest negative reaction, suggesting past equity raises were met with some selling pressure.

Recent Company History

Over recent months VERSES has combined cost-cutting and funding efforts with governance and strategic changes. A January 16, 2026 restructuring cut headcount by about 50% to reduce operating costs and improve liquidity. On February 10, 2026, founders departed and an Interim CEO was appointed amid a focus on commercialization and efficiency. A March 16, 2026 non-brokered private placement raised C$745,805 cash and extinguished C$132,300 in liabilities, after which the stock fell 2.28%. Today’s second-tranche closing extends that same financing structure.

Historical Comparison

-2.3% avg move · In the past 6 months VERSES had 1 similar private placement headline, with an average 1-day move of ...
private placement,offering
-2.3%
Average Historical Move private placement,offering

In the past 6 months VERSES had 1 similar private placement headline, with an average 1-day move of -2.28%. Today’s follow-on tranche extends that same financing path.

The company progressed from a first non-brokered unit private placement closed on Mar 16, 2026 to a second tranche on Mar 27, 2026, maintaining the C$0.75 unit pricing and C$1.00 warrant structure.

Market Pulse Summary

This announcement details completion of a second tranche of a non-brokered unit financing, adding 47...
Analysis

This announcement details completion of a second tranche of a non-brokered unit financing, adding 473,500 units at C$0.75 for gross proceeds of C$355,125 and bringing the aggregate Offering to 1,644,307 units. Each unit includes a share and half-warrant exercisable at C$1.00 for 24 months. In light of previously disclosed tight liquidity and going-concern risk, investors may track how these funds support R&D, working capital, and progress toward scaling recurring revenue from the company’s core software platform.

Key Terms

non-brokered private placement, class a subordinate voting share, share purchase warrant, statutory hold period, +2 more
6 terms
non-brokered private placement financial
"it has completed a second tranche of its non-brokered private placement through the issuance"
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.
class a subordinate voting share financial
"one Class A Subordinate Voting Share of the Company (a “Share”) and one-half of one Share"
A class A subordinate voting share is a type of common stock that gives the holder the economic benefits of ownership—like a share of profits and price appreciation—but carries fewer voting rights than another class of shares. Think of it as owning a slice of a business pie but having a smaller voice at the family table; it matters to investors because reduced voting power affects influence over key decisions, takeover dynamics, and how much control remains with other shareholders.
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.
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.
regulation s regulatory
"purchasers who 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.
finder warrants financial
"the Company paid aggregate cash finders’ fees of C$10,410 and issued an aggregate of 29,880 finder warrants"
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.

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.