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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): November 3, 2025
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) |
|
(I.R.S.
Employer
Identification
No.) |
2121
Avenue of the Stars, 8th Floor
Los
Angeles, CA 90067
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (310) 988-1944
(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
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| |
|
|
|
|
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
7.01. Regulation FD Disclosure.
VERSES
AI Inc. (the “Company”) is disclosing under Item 7.01 of this Current Report on Form 8-K the information furnished as Exhibit
99.1 hereto, which is a press release that was disseminated outside of the United States in connection with the matters described under
Item 8.01 below. The information in Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated
by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended (the “Securities
Act”), except as expressly set forth by specific reference in such a filing.
Item
8.01 Other Events.
On
November 3, 2025, the Company announced that it has initiated a workforce reduction program designed to strengthen liquidity, streamline
operations, reduce costs, and increase operational efficiency across the organization. The program includes a combination of targeted
reductions in staff, furloughs, and executive salary deferrals, all aimed at strengthening the Company’s liquidity position and
aligning expenses with revenue growth objectives.
Additionally,
on that date, the Company announced that it arranged a private placement with certain institutional investors located outside of the
United States (the “Private Placement”). Under the terms of the Private Placement, the Company will receive a notional amount
of CAD$14,000,000 in exchange for 2,333,334 units at a price of CAD$6.00 per unit, with each unit consisting of one common share of the
Company and one half of one (1/2) common share purchase warrant. Each warrant will be exercisable at a price of CAD$7.00. Closing of
the Private Placement remains subject to approval of Cboe Canada Inc.
The
combined effect of the Private Placement and work force reduction is expected to significantly reduce the Company’s cost structure,
extend its cash runway, and enhance the focus on the commercialization of its flagship product, Genius™. Together, these actions
are intended to position the Company to accelerate its path to profitability and scalable long-term value creation.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States,
nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities
being offered have not been, nor will they be, registered under the Securities Act or under any U.S. state securities laws, and may not
be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities
Act, and applicable U.S. state securities laws.
Forward-Looking
Statements
This
Current Report on Form 8-K 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 benefits of the Private Placement, the terms of the Private Placement, approval of the Private Placement by Cboe Canada Inc.,
the workforce optimization program, the use of proceeds, and the Company’s growth strategy. Although the Company believes that
the expectations expressed in these Statements are based on reasonable assumptions, actual results may differ materially.
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, the ability of the Company to complete
the Private Placement on the terms announced or at all, the ability of the Company to obtain approval of Cboe Canada Inc., changes in
market conditions, fluctuations in share price, timing of payments, regulatory approvals, employee retention, and other risks detailed
in the Company’s public filings. The Statements speak only as of the date of this release, and the Company undertakes no obligation
to update them except as required by applicable law.
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 that the Company will close the Private Placement on the timeline anticipated, will raise the anticipated
amount of gross proceeds from the Private Placement, and that the benefits of the workforce reduction will materialize. 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
release dated November 3, 2025 |
| 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. |
| |
|
|
| Dated:
November 3, 2025 |
By: |
/s/
James Christodoulou |
| |
Name: |
James
Christodoulou |
| |
Title: |
Chief
Financial Officer |
