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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): June 15, 2026
VERSES
AI INC.
(Exact
name of registrant as specified in its charter)
| British Columbia,
Canada |
|
000-56692 |
|
88-2921736 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
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
5.02 Departure of President and Chief Operating Officer James Hendrickson.
Resignation
of James Hendrickson
On
June 15, 2026, James Hendrickson, the President and Chief Operating Officer of Verses AI Inc. (the “Company”) informed the
Company’s Board of Directors (the “Board”) that he was resigning as the President and Chief Operating Officer effective
immediately.
Mr.
Hendrickson advised the Company that his resignation was due to disagreements with the Board of Directors regarding, among other matters,
the Company’s compensation practices, including the non-payment of earned wages to certain W-2 employees, including himself.
The
Board acknowledges receipt of Mr. Hendrickson’s resignation.
Item
8.01 Other Events.
On
June 18, 2026, the Company issued a press release announcing the Company’s decision to discontinue its artificial intelligence
research and development activities and refocus its efforts on evaluating and pursuing alternative business opportunities. A copy of
the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated June 18, 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. |
| |
|
| June 22, 2026 |
By: |
/s/
James Christodoulou |
| |
|
James Christodoulou |
| |
|
Chief Financial Officer |
Exhibit
99.1
VERSES
AI Announces New Strategic Direction, Discontinuation of AI Operations, and Pursuit of Strategic Alternatives
VANCOUVER,
British Columbia – June 18, 2026 (GLOBE NEWSWIRE) — VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSD) (“VERSES’’
or the “Company”), a cognitive computing company specializing in next-generation intelligent software systems today
announced that, following a strategic review of its business operations and market opportunities, the Company intends to discontinue
its artificial intelligence (“AI”) research and development activities and refocus its efforts on evaluating and pursuing
alternative business opportunities.
The
Company’s Board of Directors have determined that a strategic pivot away from AI research and development is in the best interests
of shareholders given the Company’s limited capital, capital market conditions, the state of our product development, and the timetable
to commercialization and revenue.
As
part of this strategic pivot, the Company will cease its AI-related operations, including research, development, and related expenditures.
This will allow the Company to preserve capital while pursuing strategic alternatives and potential new business initiatives intended
to maximize value for shareholders.
“When
I was appointed interim CEO in February, the Company was already facing extreme liquidity constraints and a challenging path to product
development and revenue. During the past 4 months, we conducted exhaustive fundraising efforts and corporate development initiatives,
such as merger with strategic and financial partners, or asset sales that we were unable to close,” said CEO David Scott. “After
careful consideration, we believe it is in the best interest of our shareholders to stop operations and redirect the Company’s
focus and resources toward pursuing other opportunities that may better position us to preserve and create shareholder value. We will
continue to update shareholders as material developments occur.”
The
Company has accepted the resignation of James Hendrickson, President and Chief Operating Officer, and Hari Thiruvengada, Chief Technology
Officer, as the result of disagreements with the Board of Directors regarding, among other matters, the Company’s compensation
practices, including the non-payment of earned wages to certain W-2 employees, including himself and has accepted the resignation of
Karl Friston, Chief Science officer. The Company is also terminating its licensing agreement with Prodigii AI, LLC, and will not continue
its relationship with the major global investment firm
The
Company is continuing to pursue a range of financing and strategic opportunities designed to maximize shareholder value; however, there
can be no assurance that this pursuit will result in any transaction that will enable the Company to continue operations. There can be
no assurance regarding the outcome or timing of this process. The Company may determine that no transaction or opportunity is appropriate.
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
T. Scott, Director & 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 Company’s plan to concentrate resources on core target markets and highest-priority initiatives; the Company’s
workforce restructuring drastically reducing its operating costs and liquidity position; and the identified core target market providing
the fastest speed to market, the greatest ability to capture market share, and the maximum return on investment.
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 restructuring and related actions will deliver
the anticipated operating cost reductions and improvements to liquidity position; the Company will maintain continuity of key operations,
systems, vendor relationships and customer service levels during and after the restructuring; sufficient leadership and critical staff
will be retained or recruited to execute the refocused strategy and serve the core target market; and demand within the identified core
target market will materialize as expected, allowing faster speed to market, share capture and attractive returns on investment. 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, loss of personnel, knowledge transfer
gaps, systems changes or vendor transitions could impair service levels, delivery timelines or product quality; severance and other one-off
charges may offset projected savings; inability to retain or hire critical leadership and technical personnel could impede strategy execution
and customer support; demand in the identified core market may be weaker than expected; 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.
