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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 20, 2026
VERSES
AI INC.
(Exact
name of registrant as specified in its charter)
| British
Columbia, Canada |
|
000-56692 |
|
88-2921736 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2121
Avenue of the Stars, 8th Floor
Los Angeles, CA |
|
90067 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(310)
988-1944
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02. Results of Operations and Financial Condition
On
February 20, 2026, Verses AI Inc. (the “Company”) issued a press release announcing that the Company had filed its Quarterly
Report on Form 10-Q for the three and nine months ended December 31, 2025, and that it will review those results on an earnings call
scheduled for Tuesday February 24th at 1:00 PM Eastern time. A copy of this press release is furnished with this Current Report
as Exhibit 99.1 and is incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section. Such information may be incorporated by reference in another filing under the Exchange Act or the
Securities Act of 1933, as amended, only if and to the extent that such subsequent filing specifically references such information.
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated February 20, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| |
Verses
AI Inc. |
| |
|
| February
23, 2026 |
By: |
/s/
James Christodoulou |
| |
|
James
Christodoulou |
| |
|
Chief
Financial Officer |
Exhibit
99.1
VERSES
Announces Filing of Quarterly Report on Form 10-Q for the Three and Nine-Months Ended December 31, 2025
VANCOUVER,
British Columbia, February 20, 2026 - VERSES AI Inc. (CBOE: VERS) (OTCQB: VRSSF) (“VERSES” or the “Company”),
a cognitive computing company pioneering next-generation agentic software systems today announced that it has filed its Quarterly Report
on Form 10-Q (“Quarterly Report”) for the three months and nine months ended December 31, 2025, with the U.S. Securities
and Exchange Commission (“SEC”).
“We
are pleased to report our results for the three months and nine months ending December 31, 2025 in our Quarterly Report on Form 10-Q
and will review those results on our earnings call scheduled for Tuesday February 24th at 1:00 PM Eastern time.” said
James Christodoulou, CFO of VERSES.
In
conjunction with this release, Verses will host a conference call, which will be simultaneously broadcast live over the Internet. Management
will host the call, which is scheduled for February 24, 2026 at 1:00 PM ET. Listeners can access the conference call live over the Internet
at the company’s website https://www.verses.ai.
Please
allow 15 minutes prior to the call to visit the website and download and install any necessary audio software.”
The
Quarterly Report is available on the SEC’s website. The Quarterly Report is available on the Company’s website.
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. 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
including, but not limited to that the Company’s robotics models have the potential to transform how robots operate across industries,
and that the Company’s robotics models could unlock a new era of truly adaptive, reliable automation.
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. 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. Accordingly, readers should not place undue reliance on the forward–looking
statements and information contained in this news release.
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.
