false
0001879001
0001879001
2026-03-13
2026-03-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): March 13, 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
3.02. Unregistered Sales of Equity Securities
On
March 13, 2026, Verses AI Inc. (the “Company”) closed a non-brokered private placement offering of 1,170,807 units (the “Units”)
of the Company at a price of C$0.75 (US$0.55) per Unit (the “Offering”). Pursuant to the Offering, the Company raised gross
cash proceeds of C$745,805 (approximately US$547,644) through the issuance of 994,407 Units, before deducting commissions and expenses
incurred in connection with the Offering, and extinguished C$132,300 (approximately US$97,148) in liabilities through the issuance of
176,400 Units.
Each
Unit is comprised of one Class A Subordinate Voting Share of the Company (a “Unit Share”) and one-half of one share purchase
warrant (each whole share purchase warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Class A Subordinate
Voting Share of the Company (a “Warrant Share”) at an exercise price of C$1.00 (approximately US$0.73) per Warrant Share
at any time until the date that is 24 months from the date of issuance, subject to adjustment in certain events. The foregoing description
of the Warrants, does not purport to be complete and is qualified in its entirety by reference to the form of warrant
which is attached to this Current Report on Form 8-K as Exhibits 4.1 and is incorporated into this Item 3.02 by reference.
The
Units, the Unit Shares, the Warrants and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or the securities laws of any state, and the Units, Unit Shares and Warrants were offered and sold
in reliance on the exemptions from registration under the Securities Act, afforded by (i) Section 4(a)(2) of the Securities Act
and Rule 506(b) promulgated thereunder for sales to persons in the United States and (ii) Rule 903 of Regulation S of the Securities
Act for sales to persons located outside of the United States who were not “U.S. persons” as defined in Rule 902(k) of Regulation
S.
Item
8.01 Other Events.
On
March 13, 2026, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached as
Exhibit 99.1 and is incorporated herein by reference.
This
press release was issued pursuant to and in accordance with Rule 135c under the Securities Act.
Item
9.01. Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Warrant dated March 13, 2026 |
| 99.1 |
|
Press Release dated March 13, 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. |
| |
|
| March
17, 2026 |
By: |
/s/
James Christodoulou |
| |
|
James
Christodoulou |
| |
|
Chief
Financial Officer |
Exhibit
99.1
VERSES®
Announces Closing of Private Placement Offering of Units
VANCOUVER,
British Columbia, March 13, 2026 – VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSF) (“VERSES’’ or the “Company”),
a cognitive computing company specializing in next-generation intelligent software systems, is pleased to announce that it has closed
a non-brokered private placement offering of 1,170,807 units (the “Units”) of the Company at a price of C$0.75 (US$0.55)
per Unit (the “Offering”). Pursuant to the Offering, the Company raised gross cash proceeds of C$745,805 (approximately
US$547,644) through the issuance of 994,407 Units, before deducting commissions and expenses incurred in connection with the Offering,
and extinguished C$132,300 (approximately US$97,148) in liabilities through the issuance of 176,400 Units.
Each
Unit is comprised of one Class A Subordinate Voting Share of the Company (a “Share”) and one-half of one Share purchase
warrant (each whole Share purchase warrant, a “Warrant”). Each Warrant entitles the holder to purchase one Share of
the Company (a “Warrant Share”) at an exercise price of C$1.00 (approximately US$0.73) per Warrant Share at any time
until the date that is 24 months from the date of issuance, subject to adjustment in certain events.
The
net proceeds of the Offering are intended to strengthen the Company’s financial position and provide liquidity to finance continuing
operations, including, in particular, the Company’s expenses incurred, and expected to be incurred, in connection with the Company’s
research and development objectives, and for working capital and general corporate purposes.
In
connection with the Offering, the Company paid aggregate cash finders’ fees of C$16,160 (approximately US$11,866) and issued an
aggregate of 75,546 finder warrants (each, a “Finder Warrant”) to certain finders located outside of the United States,
who assisted the Company with the offer and sale of Units to purchasers who were not “U.S. persons” as defined in Regulation
S under the U.S. Securities Act (as defined below). Each Finder Warrant entitles the holder thereof to acquire one finder unit (a “Finder
Unit”) at a price of C$0.75 (approximately $0.55) for a period of 24 months from the Closing Date. Each Finder Unit will consist
of one Share and one half of one Share purchase warrant (each whole warrant, a “Finder Unit Warrant”), and each Finder
Unit Warrant will be exercisable to purchase one additional Share at a price of C$1.00 (approximately US$0.73) per Share for a period
of 24 months from the closing of the Offering.
All
securities issued under the Offering are subject to a statutory hold period of four months plus a day from the date of issuance in accordance
with applicable securities legislation in Canada.
Michael
Blum, the chairman of the Company’s board, subscribed for 53,333 Units under the Offering for aggregate gross proceeds of C$40,000
(approximately US$29,372). The issuance of the Units to Mr. Blum pursuant to the Offering (the “Insider Participation”)
is considered to be a related party transaction within the meaning of Multilateral Instrument 61-101 (“MI 61- 101”).The
Insider Participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the
fair market value of securities being issued to insiders nor the consideration being paid by insiders will exceed 25% of the Company’s
market capitalization.
None
of the Units nor the underlying Shares and Warrants that were offered and sold in the Offering have been or will be registered under
the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and none of the Shares, Warrants,
or Shares issuable upon exercise of the Warrants may be offered or sold in the United States absent registration under the U.S. Securities
Act and all applicable state securities laws or an applicable exemption from such registration requirements.
This
news release shall not constitute an offer to sell, or a solicitation of an offer to buy, the Units in the United States, and shall not
constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale
would be unlawful. This news release is being issued pursuant to and in accordance with Rule 135c under the U.S. Securities Act.
References
to “US$” are to United States dollars and references to or “C$” are to Canadian dollars. On March 12, 2026, the
daily average exchange rate as reported by the Bank of Canada for the conversion of one Canadian dollar into United States dollars was
C$1.00 equals US$0.7343. The Shares are currently trading in Canada on the Cboe Canada exchange under the symbol “VERS” and
in the United States on the OTCQB under the symbol “VRSSF”.
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 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
relating to the intended use of proceeds from the Offering,.
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 net proceeds from the Offering will be sufficient
to fund the Company’s intended activities; the Company will be able to execute on its research and development objectives as planned;
and general business, market and economic conditions will not materially change. 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, the Company’s ability to successfully
implement its business plan and achieve its research and development objectives; changes in general economic and market conditions; the
Company’s ability to maintain sufficient working capital and liquidity; dependence on key personnel and the ability to attract
and retain qualified employees; competition from other companies in the Company’s industry; 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.
