Vision Marine (Nasdaq: VMAR) sets $16,335,000 at-the-market share plan

Rhea-AI Filing Summary

Vision Marine Technologies Inc. entered into an at-the-market sales agreement with ThinkEquity LLC, allowing it to issue and sell up to US$16,335,000 of common shares from time to time under an effective shelf registration on Form F-3.

Shares will be sold through ThinkEquity on the Nasdaq Capital Market or other trading markets as ordinary open-market transactions, and the company is not required to sell any specific amount. ThinkEquity will receive a commission equal to 3.0% of gross proceeds for most sales, and 7.5% when it arranges a single sale of US$1,000,000 or more.

A Canadian legal opinion from Dentons Canada LLP confirms that the shares have been duly authorized and, when issued in accordance with the sales agreement and upon receipt of consideration, will be validly issued, fully paid and non-assessable.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File No. 001-39730

VISION MARINE TECHNOLOGIES INC.

(Translation of registrant’s name into English)

730 Boulevard du Curé-Boivin

Boisbriand, Québec, J7G 2A7, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F  x        Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)  ¨

Entry into a Material Definitive Agreement.

On January 23, 2026, Vision Marine Technologies Inc., a Quebec corporation (the “Company”) entered into an at the market sales agreement (the “Sales Agreement”) with ThinkEquity LLC (the “Agent”), as sales agent, pursuant to which the Company may offer and sell, from time to time through the Agent, common shares, no par value, of the Company (the common shares to be sold pursuant to the Sales Agreement, the “Shares”). The offer and sale of the Shares, if any, will be made pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333- 291917), which was initially filed with the United States Securities and Exchange Commission (the “Commission”) on December 3, 2025, and was declared effective, by the Commission on December 12, 2025 and as supplemented by the prospectus supplement, dated January 23, 2026 relating to the Shares which may be issued from time to time pursuant to the Sales Agreement, (the “Prospectus Supplement”). Pursuant to the Prospectus Supplement, the Company may offer and sell up to US$16,335,000 of Shares.

Under the Sales Agreement, the Agent may sell Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the Nasdaq Capital Market, or on any other existing trading market for the Company’s common shares.

The Company is not obligated to make any sales of Shares under the Sales Agreement and no assurance can be given that it will sell any Shares under the Sales Agreement, or, if it does, as to the price or number of Shares that it will sell, or the dates on which any such sales will take place. The aggregate compensation payable to the Agent as sales agent is equal to (i) 3.0% of the gross proceeds of the Shares sold pursuant to the Sales Agreement, and (ii) 7.5% of the gross proceeds of the Shares sold pursuant to the Sales Agreement when the Agent arranges a sale of Shares of US$1,000,000 or more in such sale of Shares.

The Sales Agreement may be terminated by either party as set forth in the Sales Agreement. In addition, the Company has agreed in the Sales Agreement to provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the Securities Act.

The foregoing is not a complete description of the Sales Agreement and is qualified by reference to the full text and terms of the Sales Agreement, which is filed as Exhibit 10.1 to this current report and incorporated herein by reference.

General

The information contained in this Report on Form 6-K is hereby incorporated by reference into our Registration Statement on Form F-3 (File No. 333-284423), Registration Statement on Form F-3 (File No. 333-291917) and Registration Statement on Form S-8 (File No. 333--264089).

Exhibit Index

Exhibit No.

5.1	Opinion of Dentons Canada LLP
10.1	ATM Sales Agreement, dated January 23, 2026, by and between Vision Marine Technologies Inc. and ThinkEquity LLC
23.1	Consent of Dentons Canada LLP (included in Exhibit 5.1)

-2-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VISION MARINE TECHNOLOGIES INC.
Date: January 26, 2026	By:	/s/ Raffi Sossoyan
	Name:	Raffi Sossoyan
	Title:	Chief Financial Officer

-3-

Exhibit 5.1

  Dentons Canada LLP 1, Place Ville Marie, Suite 3900
Montréal, QC, Canada H3B 4M7   dentons.com

January 25, 2026

VISION MARINE TECHNOLOGIES INC.

730 Boulevard du Curé-Boivin

Boisbriand, Québec J7G 2A7

Attention: Board of Directors

Dear Sirs:

Re: Vision Marine Technologies Inc.

We have acted as Canadian legal counsel to Vision Marine Technologies Inc., a Québec corporation (the “Corporation”), in connection with a public offering of US$16,335,000 of common shares (the “Shares”) of the Company’s common shares, without par value pursuant, to an At the Market Sales Agreement, dated January 23, 2026 (the “ATM Sales Agreement”), by and between the Corporation and ThinkEquity LLC (the “Sales Agent”). The Shares are the subject of a registration statement (the “Registration Statement”) on Form F-3 (no. 333-291917) under the Securities Act of 1933 (the “Securities Act”), originally filed with the United States Securities and Exchange Commission (the “SEC”) on December 3, 2025 and declared effective by the SEC on December 12, 2025 and supplemented by a prospectus supplement filed with the SEC on January 23, 2026 (the “Prospectus Supplement”).

A. Documents Reviewed and Reliance

As Canadian counsel to the Corporation, we have participated in the preparation of or examined original executed or electronically delivered copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed, including, without limitation:

1. the Registration Statement;

2. the Prospectus Supplement;

3. the ATM Sales Agreement; and

4. resolutions of the directors of the Corporation authorizing and approving the Registration Statement, the Prospectus Supplement, the ATM Sales Agreement and the issuance of the Shares (the "Authorizing Resolutions");

Zaanouni Law Firm & Associates ► LuatViet ► Fernanda Lopes & Associados ► Guevara & Gutierrez ► Paz Horowitz Abogados ► Sirote ► Adepetun Caxton-Martins Agbor & Segun ► Davis Brown ► East African Law Chambers ► For more information on the firms that have come together to form Dentons, go to dentons.com/legacyfirms

January 25, 2026 Page 2 dentons.com

collectively, the "Transaction Documents".

We have also made such investigations and examined originals or copies, certified or otherwise identified to our satisfaction, of such certificates of public officials and of such other certificates, documents and records as we considered necessary or relevant for purposes of the opinions expressed below, including:

1. a certificate of good standing dated January 25, 2026 issued pursuant to the Business Corporations Act (Québec) relating to the Corporation; and

2. a certificate signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation, certifying certain additional corporate information of a factual nature and attaching the Authorizing Resolutions (the "Officer's Certificate"), which we have relied upon as to questions of fact material to our opinions set forth below.

B. Laws Addressed

We are qualified to practice law in the Province of Québec and our opinion herein is restricted to the laws of the Province of Québec and the federal laws of Canada applicable therein (the "Applicable Law").

C. Assumptions

For the purposes of the opinions expressed herein, we have assumed, without independent investigation, the following:

1. with respect to ail documents examined by us, the genuineness of ail signatures, the authenticity, completeness and accuracy of ail documents submitted to us as originals, the conformity to originals of an documents submitted to us as certified, conformed, telecopied, PDF or photocopied copies of originals and the legal capacity of individuals signing any documents;

2. the completeness, accuracy and currency of the indices and filing systems maintained at the public offices where we have searched or made relevant inquiries and of other documents and certificates supplied by public officials;

3. the Officer's Certificate continues to be accurate on the date hereof;

4. all necessary consents, authorizations, approvals, permits or certificates (governmental or otherwise) which are required by law other than Applicable Law as a condition to the execution and delivery of each of the Transaction Documents by the parties thereto and to the consummation by such parties of the transactions contemplated thereby have been obtained;

5. the minute books and corporate records of the Corporation made available to us are the original minute books and records of the Corporation and contain ail of the articles and constating documents of the Corporation and any amendments thereto and an of the respective minutes, or copies thereof, of ail proceedings of the shareholders and directors

January 25, 2026 Page 3 dentons.com

6. at the time of offer, issuance and sale of any Shares, the Registration Statement and Prospectus Supplement will have been declared effective under the Securities Act, and no stop order suspending its effectiveness will have been issued and remain in effect; and

7. the Company will remain a Québec corporation.

D. Opinions

Based upon and relying on the foregoing and the qualifications hereinafter expressed, we are of the opinion that the Shares have been authorized for issuance and when issued in compliance with the provisions of the ATM Sales Agreement, including the receipt by the Corporation of any consideration required thereunder, the Shares will be validly issued, fully paid and non-assessable common shares in the capital of the Corporation.

E. Qualifications

Whenever our opinion refers to securities of the Corporation, whether issued or to be issued, as being "fully-paid and non-assessable", such phrase means that the holders of such securities will not, alter the issuance to them of such securities, be liable to pay further amounts to the Corporation in respect of the issue price payable for such securities, and no opinion is expressed as to the adequacy of any consideration received by the Corporation therefor.

For greater certainty, a specific assumption, limitation or qualification in this opinion is not to be interpreted to restrict the generality of any other assumption, limitation or qualification expressed in general terms in this opinion that includes the subject matter of the specific assumption, limitation or qualification.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our firm’s name in the section of the Registration Statement and the Prospectus entitled “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the SEC.

The opinions are given as at the date hereof and we disclaim any obligation or undertaking to advise any person of any change in law or fact that may come to our attention after the date hereof. Our opinions do not take into account any proposed rules, policies or legislative changes that may come into force following the date hereof.

 

FAQ

What did Vision Marine Technologies (VMAR) announce in this Form 6-K?

Vision Marine Technologies Inc. entered into an at the market sales agreement with ThinkEquity LLC, enabling the company to sell common shares from time to time under its Form F-3 shelf registration.

How much stock can Vision Marine Technologies (VMAR) sell under the new ATM agreement?

Under the prospectus supplement, Vision Marine Technologies may offer and sell up to US$16,335,000 of common shares through the at the market sales agreement with ThinkEquity LLC.

How will ThinkEquity be compensated in the Vision Marine (VMAR) ATM offering?

ThinkEquity LLC will receive aggregate compensation equal to 3.0% of the gross proceeds of shares sold, and 7.5% of the gross proceeds when it arranges a sale of shares of US$1,000,000 or more in a single sale.

Is Vision Marine Technologies (VMAR) required to sell shares under this ATM agreement?

No. Vision Marine Technologies is not obligated to make any sales of shares under the sales agreement, and there is no assurance it will sell any shares, or at what price, quantity, or dates.

On which registration statement is the Vision Marine (VMAR) ATM based?

The at the market offering is made under Vision Marine’s shelf registration statement on Form F-3 (File No. 333-291917), declared effective on December 12, 2025, and a prospectus supplement dated January 23, 2026.

What did Dentons Canada LLP opine regarding the Vision Marine (VMAR) shares?

Dentons Canada LLP opined that the shares have been authorized for issuance and, when issued in compliance with the sales agreement and upon receipt of required consideration, will be validly issued, fully paid and non-assessable common shares.