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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 8, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Resignation
of Gabriel Rene and Dan Mapes
On
February 8, 2026, Gabriel Rene, the Chief Executive Officer of Verses AI Inc. (the “Company”) informed the Company’s
Board of Directors (the “Board”) that he was resigning as both the Company’s Chief Executive Officer and as a member
of the Board, effective immediately. Additionally, on February 8, 2026, Dan Mapes, the Company’s President Emeritus and Global
Brand Ambassador, resigned from all of his positions at the Company, including as a member of the Board.
The
resignations of each of Mr. Rene and Mr. Mapes from the Board was not the result of any disagreement between either Mr. Rene and Mr.
Mapes and the Company, its management, the Board or any committee of the Board, or with respect to any matter relating to the Company’s
operations, policies or practices. As there are no disagreements as contemplated by Item 5.02(a) of Form 8-K, the Company is disclosing
this information pursuant to Item 5.02(b) of Form 8-K.
Appointment
of David Scott
In
connection with the resignation of Mr. Rene, the Board appointed David Scott, 56, to serve as the Company’s Interim Chief Executive
Officer effective as of February 8, 2026. The Company is currently conducting a search to identify
a successor Chief Executive Officer.
David
Scott has served as a member of the Company’s Board of Directors since October 12, 2025. Mr. Scott has been the Chief Executive
Officer of Evil Genius Games since 2022. He served as Vice President of Global Marketing Strategy, Analytics, and Operations at Amazon
Web Services, from 2019 to 2022, where he was responsible for marketing operations, analytics, and corporate strategy. Mr. Scott has
more than 25 years of experience in senior leadership roles across public and private companies, including Amazon Web Services, Twitter,
AT&T, Oracle, PeopleSoft, Honeywell, and General Electric, as well as multiple venture-backed startups. He has founded and exited
three venture-backed companies. Mr. Scott holds dual bachelor’s degrees in Computer Science and Political Philosophy from The College
of William & Mary and an MBA from The Wharton School of the University of Pennsylvania, where he was a Robert Toigo Scholar and Sol
C. Schneider Scholar.
Mr.
Scott has no family relationships with any current director, director nominee, or executive officer of the Company, and there are no
transactions or proposed transactions, to which the Company is a party, or intended to be a party, in which Mr. Scott has, or will have,
a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Scott was not appointed as the Company’s Interim
Chief Executive Officer pursuant to any arrangement or understanding with any other person.
Departure
of Kevin Wilson and Appointment of James Christodoulou
On
February 8, 2026, the Board eliminated the position of Chief Accounting Officer and placed the responsibilities of the Company’s
principal accounting officer under the portfolio of the Company’s Chief Financial Officer. Consequently, effective on this date,
the Board terminated Kevin Wilson as the Company’s Chief Accounting Officer and Secretary and appointed James Christodoulou as
the Company’s principal accounting officer.
James
Christodoulou has served as Chief Financial Officer of the Company since February 2025. From June 2024 to March 2025, Mr. Christodoulou
served as Head of Capital Markets and Corporate Development at Exodus Movement, Inc. (NYSE: EXOD), a multi-asset, self-custody, crypto
currency wallet, and from June 2022 to March 2024, he served as Chief Financial Officer of Collectable, an early-stage private equity
sponsored company that developed an innovative FINTECH business model that democratizes the ability to own high-end collectable art and
memorabilia assets that were once only available to financial institutions, collectors, or high-net-worth individuals. From March 2021
to January 2023, Mr. Christodoulou served as Chief Financial Officer of Ryze Renewables, an independent renewable diesel refining company,
and from August 2018 to April 2020, he served as President, Chief Operating Officer and a director of Blink Charging (Nasdaq: BLNK),
an owner, operator, provider, and manufacturer of electric vehicle charging equipment and networked electric vehicle charging services.
Mr. Christodoulou’s prior experiences include Chief Financial Officer of Galeon Navigation LLC, OceanFreight Inc. (Nasdaq: OCNF,
which he took public), EastWind Maritime, Inc. and General Maritime Corp., Inc. (NYSE: GMR, which he took public); President of Angelmar
Corp.; Chief Executive Officer and President of Industrial Shipping Enterprises Corp.; and Managing Director of Dahlman Rose & Co.
Mr. Christodoulou attended Columbia Business School and received his Bachelor of Arts in psychology from Rutgers University. Mr. Christodoulou
passed his Series 7, 63, 84, and 85 FINRA licenses, and is a CFA Level III candidate.
Mr.
Christodoulou has no family relationships with any current director, director nominee, or executive officer of the Company, and there
are no transactions or proposed transactions, to which the Company is a party, or intended to be a party, in which Mr. Christodoulou
has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K. Mr. Christodoulou was not appointed
as the Company’s principal accounting officer pursuant to any arrangement or understanding with any other person.
Item
8.01 Other Events.
On
February 10, 2026, the Company issued a press release announcing the resignations of Mr. Rene and Mr. Mapes, the departure of Mr. Wilson
and the appointment of Mr. Scott as Interim Chief Executive Officer. 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
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated February 10, 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
12, 2026 |
By: |
/s/
James Christodoulou |
| |
|
James
Christodoulou |
| |
|
Chief
Financial Officer |
Exhibit
99.1
VERSES
AI INC. ANNOUNCES MANAGEMENT CHANGES
David
T. Scott Appointed Interim CEO, Succeeding Gabriel René. Board Search for a Permanent CEO is Underway
VANCOUVER,
British Columbia, Feb 10, 2026 – VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSF) (“VERSES’’ or the “Company”),
a cognitive computing company specializing in next-generation agentic software systems, announces that the Company’s founders Gabriel
René and Dan Mapes have each resigned for personal reasons from their positions with the Company as Chief Executive Officer and
Global Brand Ambassador, respectively, as well as their membership on the Company’s board of directors (the “Board”),
and that David T. Scott has been appointed Interim Chief Executive Officer. Additionally, the Company announces that the Company’s
Chief Accounting Officer Kevin Wilson has exited the Company.
“We
believe that David brings a rare combination of public-company leadership, operational discipline, and entrepreneurial execution to the
role of Chief Executive Officer” stated Michael Blum, the Chair of the Board. “Over a 30-year career spanning Amazon Web
Services, Twitter, AT&T, and multiple public and private technology companies, David has led large, complex organizations through
periods of transformation, growth, and financial rigor and he has managed multi-billion-dollar budgets, scaled global teams, reduced
costs while accelerating go-to-market execution, and successfully translated deep technology and research into commercial outcomes”
continued Mr. Blum. “As a serial entrepreneur, board director, and former interim CMO of AWS, David is recognized for building
transparent, performance-driven organizations focused on accountability, capital efficiency, and sustainable shareholder value”
concluded Mr. Blum.
“I’m
honored to step into the role of Interim CEO and confident in the strength of the technology VERSES has built,” said Interim CEO
David T. Scott. “Gabriel and Dan created an exceptional company and laid a powerful foundation through their vision and commitment,
and I’m grateful for the team that continues to build on that work. Our focus now is straightforward and transparent: converting
our R&D into commercial products, executing a disciplined go-to-market strategy, and driving near-term revenue—beginning with
opportunities in the financial services sector” continued Mr. Scott.
Furthermore,
the Company continues to advance its cost-reduction and operational-efficiency initiatives, and that near-term efforts are focused on
pursuing revenue opportunities in the financial sector, as well as leveraging the Company’s financial services products and applied
research to accelerate commercialization.
Further
details will be provided in a webinar on Tuesday February 17, 2026 - and a registration link will be published on company channels.
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 T Scott, Interim CEO
Press Inquiries: press@verses.ai
Investor
Relations Inquiries
James Christodoulou, Chief Financial Officer
ir@verses.ai
(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.
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. 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.
