VERSES Closes CAD$2.65 Million Convertible Debenture Unit Financing

Rhea-AI Summary

VERSES (symbol VRSSD) closed a non‑brokered private placement of secured convertible debenture units for gross proceeds of CAD$2.65M (C$2.4M cash).

Each Unit equals CAD$1,000 of secured convertible debentures plus 164 detachable warrants. Debentures convert into Class A shares at CAD$3.04 per share, mature on Dec 18, 2027, and bear 15% annual interest payable in cash or, at holder option, in shares at the conversion price (subject to Exchange approval). Warrants exercisable at CAD$7.00 until Dec 18, 2028. Debentures are secured by a first‑ranking security interest. Net proceeds will be used for general working capital and securities are subject to a four‑month hold and Exchange final approval.

Positive

• Gross proceeds of CAD$2.65M
• Cash proceeds of CAD$2.4M
• Debentures secured by a first‑ranking security interest

Negative

• High coupon of 15% per annum increases financing cost
• Convertible feature at CAD$3.04 creates potential near‑term dilution
• 164 warrants per unit exercisable at CAD$7.00 add future dilution risk
• Offer subject to Exchange final approval and four‑month hold period

Key Figures

Gross proceeds CAD$2.65M Non-brokered private placement of secured convertible debenture units

Cash proceeds C$2.4M Portion of gross proceeds received in cash

Principal per Unit CAD$1,000 Secured convertible debenture principal amount per Unit

Warrants per Unit 164 warrants Detachable share purchase warrants attached to each Unit

Conversion price CAD$3.04 per Share Convertible Debentures into Class A Subordinate Voting Shares

Warrant exercise price CAD$7.00 per Share Exercise price for share purchase Warrants

Interest rate 15% per annum Coupon on Convertible Debentures, payable on conversion, prepayment, or maturity

Hold period 4 months plus 1 day Statutory hold period under applicable Canadian securities legislation

Market Reality Check

$1.98 Last Close

Volume Volume 20,271 is 0.38x the 20-day average of 53,045, indicating subdued trading activity pre-announcement. low

Technical Shares at 6.5475 were trading above the 200-day MA of 6.15 and about 56.35% below the 52-week high of 15.

Market Pulse Summary

This announcement detailed a CAD$2.65M secured convertible debenture unit financing with a 15% coupon, conversion at CAD$3.04, and Warrants exercisable at CAD$7.00 through December 18, 2028. Investors may weigh improved working-capital liquidity against dilution and balance-sheet leverage from secured, interest-bearing debt and attached Warrants. Key metrics to watch include future financing activity, conversion behavior around the Maturity Date of December 18, 2027, and any changes to capital structure terms.

Key Terms

secured convertible debenture units financial

"a non-brokered private placement offering (the "Offering") of secured convertible debenture units"

A secured convertible debenture unit is a bundled investment that behaves like a loan backed by a company's assets, but with a built‑in option to turn that loan into shares later. Think of it as a mortgage that can be swapped for ownership instead of being paid off: it gives investors downside protection through collateral while offering upside if the company’s stock rises. For investors, it balances lower risk against potential equity gains and can affect dilution and credit risk.

convertible debentures financial

"principal amount of secured convertible debentures (the “Convertible Debentures”)"

Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.

share purchase warrants financial

"and 164 detachable share purchase warrants (the “Warrants”)"

A share purchase warrant is a tradable certificate that gives its holder the right to buy a company's stock at a set price within a specified time window. Think of it like a coupon that lets you purchase shares later at a fixed rate; for investors it offers leveraged upside if the stock rises, but can also dilute existing owners when exercised and affects the company’s future share count and value.

conversion price financial

"at a conversion price of CAD$3.04 per Share (the "Conversion Price")"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

maturity date financial

"The Convertible Debentures mature on December 18, 2027 (the "Maturity Date")"

The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.

first-ranking security interest financial

"secured by a first-ranking security interest over all present and after-acquired property"

A first-ranking security interest is a legal right that gives one lender or creditor top priority to be paid from specific collateral if a borrower defaults. Think of it like having the first claim on a house or equipment before anyone else; that priority lowers the lender’s risk and can affect the price and attractiveness of other debt or equity tied to the same assets, so investors use it to judge recovery prospects.

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.

AI-generated analysis. Not financial advice.

VANCOUVER, British Columbia, Dec. 19, 2025 (GLOBE NEWSWIRE) -- VERSES AI Inc. (CBOE: VERS) (OTCQB: VRSSF) (“VERSES” or the “Company”), a cognitive computing company pioneering next-generation agentic software systems, is pleased to announce that it has closed a non-brokered private placement offering (the "Offering") of secured convertible debenture units (the "Units") for gross proceeds of CAD$2.65M of which C$2.4M was in cash.

Each Unit consists of CAD$1,000 principal amount of secured convertible debentures (the “Convertible Debentures”) and 164 detachable share purchase warrants (the “Warrants”). The Convertible Debentures are convertible into Class A Subordinate Voting Shares of the Company (the “Shares”), at the election of the holder, at a conversion price of CAD$3.04 per Share (the "Conversion Price"), subject to customary anti-dilution adjustments. The Warrants are exercisable at a price of CAD$7.00 per Share until December 18, 2028.

The Convertible Debentures mature on December 18, 2027 (the "Maturity Date") and bear interest at a rate of 15% per annum, payable in arrears on the earlier of conversion, prepayment, or the Maturity Date, in either cash or, at the option of the holder, by the issuance of Shares at the Conversion Price, subject to approval of Cboe Canada Inc. (the "Exchange").

The Convertible Debentures are secured by a first-ranking security interest over all present and after-acquired property and assets of the Company. The Company intends to use the net proceeds from the Offering for general working capital purposes.

The 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. The Offering is subject to final approval by the Exchange.

The securities offered under the Offering will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and none of the Units, Convertible Debentures, Warrants, or Shares issuable upon exercise or conversion of the Warrants or Convertible Debentures 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.

About VERSES

VERSES^® is a cognitive computing company building next-generation agentic software 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.

For more information, visit VERSES.ai, and follow VERSES on LinkedIn and X.

On behalf of the Company

Gabriel René, Founder & CEO, VERSES AI Inc.

Press Inquiries: press@verses.ai

Investor Relations Inquiries:
James Christodoulou, Chief Financial Officer
ir@verses.ai, +1(212)970-8889

Forward-Looking Statements

This news release contains “forward-looking information” and “forward-looking statements” (collectively, the “Statements”) within the meaning of applicable securities laws, including, without limitation, statements regarding the anticipated use of proceeds from the Offering. Although VERSES believes that the expectations expressed in these Statements are based on reasonable assumptions, actual results may differ materially.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information, including the assumption regarding the Company’s ability to effectively deploy the proceeds of the Offering as intended; the continued development, commercialisation, and acceptance of the Company’s products and technologies; the maintenance of favourable market conditions; the Company’s ability to attract and retain key personnel; the absence of material adverse changes in the Company’s operations or business environment; the Company’s ability to protect its intellectual property; and the Company’s ability to comply with applicable laws and regulations. Those assumptions and factors are based on information currently available to the Company. Although such statements are based on reasonable assumptions of the Company’s management, there can be no assurance that any conclusions or forecasts will prove to be accurate.

By their nature, the Statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such Statements. Factors that may cause such differences include, but are not limited to, risks related to the Company’s ability to use the proceeds from the Offering as intended; risks associated with the development and commercialisation of new technologies; competition in the industry; changes in market conditions or investor sentiment; fluctuations in the Company’s share price; the impact of global economic conditions; risks related to the Company’s intellectual property; risks related to the Company’s reliance on key personnel; risks related to cybersecurity and data protection; changes in laws, regulations, or policies applicable to the Company; and other risks detailed from time to time in the Company’s public filings and disclosures available on SEDAR+ and EDGAR. The Statements speak only as of the date of this release, and VERSES undertakes no obligation to update them except as required by applicable law.

Neither the Exchange nor any other securities regulator accepts responsibility for the adequacy or accuracy of this release.

FAQ

What did VERSES (VRSSD) raise in the December 19, 2025 financing?

VERSES closed a private placement for gross proceeds of CAD$2.65M, including C$2.4M in cash.

What are the terms of the convertible debentures in VERSES' financing?

Each unit contains CAD$1,000 of convertible debentures converting at CAD$3.04 per share, maturing Dec 18, 2027, with 15% annual interest.

How many warrants were issued and what is the exercise price for VERSES (VRSSD)?

Each unit includes 164 detachable warrants exercisable at CAD$7.00 per share until Dec 18, 2028.

Will VERSES (VRSSD) use shares to pay interest on the debentures?

Interest is payable in cash or, at the holder's option, by issuing shares at the conversion price, subject to Exchange approval.

Are the debentures secured and is there a shareholder hold period?

Yes, the debentures are secured by a first‑ranking security interest and the securities are subject to a statutory four‑month plus one day hold period.

Is the Offering effective in the United States for VERSES (VRSSD)?

No; the securities were not registered under the U.S. Securities Act and cannot be offered or sold in the U.S. without registration or an exemption.