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UNITED
STATES |
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SECURITIES
AND EXCHANGE COMMISSION |
SEC
FILE NUMBER
000-56692 |
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Washington,
D.C. 20549 |
CUSIP
NUMBER
92539Q604 |
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
file number
| (Check
one): |
☐
Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
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For
Period Ended: |
December
31, 2025 |
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☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-Q |
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☐
Transition Report on Form N-SAR |
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|
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For
the Transition Period Ended: |
_______________________________________________________ |
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
|
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Verses
AI Inc.
Full
Name of Registrant
N/A
Former
Name if Applicable
2121
Avenue of the Stars, 8th Floor
Address of Principal Executive Office (Street and Number)
Los
Angeles, California, 90067
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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☒ |
(a)
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The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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☒ |
(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Verses
AI Inc. (the “Company”) is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for
the three months ended December 31, 2025 (the “Q3 Form 10-Q”) within the prescribed time period as result of recent management
changes. The Company’s former Chief Executive Officer, Gabriel Rene, resigned as the Company’s Chief Executive Officer on
February 8, 2026, and David Scott, the Company’s Interim Chief Executive Officer, who assumed that role on such date requires more
time to adequately review the financial statements to be included with the Q3 Form 10-Q. The Company expects to file the Q3 Form 10-Q
within the five day extension period (the “Extension Period”) afforded by Rule 12b-25 under the Securities Exchange Act of
1934, as amended.
Forward-Looking
Statement
This
Form 12b-25 contains forward-looking statements within the meaning of applicable United States securities laws. These forward
looking statements include: (i) statements regarding the Company’s expectation to file the Q3 Form 10-Q within the Extension
Period, and (ii) statements regarding the Company’s financial results for the quarterly period ended December 31, 2025. Forward-looking
statements are based on management’s current expectations or beliefs about the Company’s future plans, expectations and objectives.
These forward-looking statements are not historical facts and are subject to risks and uncertainties that could cause the actual results
to differ materially from those projected in these forward-looking statements. Readers of this Form 12b-25 are cautioned not
to place undue reliance on forward-looking statements contained herein, which speak only as of the date of this Form 12b-25.
(Attach
extra Sheets if Needed)
| SEC
1344 (05-06) |
|
Persons
who are to respond to the collection of information contained in this form are not required to respond unless the form displays a
currently valid OMB control number. |
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| James
Christodoulou |
|
212 |
|
970-8889 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |
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Yes
☒ No ☐ |
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| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
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Yes
☒ No ☐ |
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
See
Exhibit A attached to this Form 12b-25. |
Verses
AI Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date
|
February
17, 2026 |
|
By |
/s/
James Christodoulou |
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James
Christodoulou |
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|
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|
Chief
Financial Officer |
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
Exhibit
A
To
Form
12b-25
Part
IV, Item (3)
Based
on information that is available at this time, the Company’s net revenue for the three months ended December 31, 2025 is expected
to be approximately $417,932 compared to net revenue of $Nil for the three months ended December 31, 2024, and the Company’s
total expenses and net loss are expected to be approximately $4,123,609 and $3,998,229, respectively, for the three months
ended December 31, 2025, compared to total expenses and net loss of $16,811,050 and $16,811,050, respectively, for the
three months ended December 31, 2024. The Company’s net loss attributable to Class A Subordinate Voting shareholders is expected
to be $0.34 per share for the three months ended December 31, 2025 compared to a net loss attributable to Class A Subordinate
Voting shareholders of $2.63 per share for the three months ended December 31, 2024.The Company also expects to have $67,954
in cash, $2,099,705 in current assets and $2,290,444 in total assets as at December 31, 2025 compared to $876,951
in cash, $2,530,130 in current assets and $2,689,881 in total assets as at December 31, 2024. Further, the Company expects
to have current liabilities of $15,347,167, total liabilities of $15,488,203 and a shareholders’ deficiency of $13,187,759
as at December 31, 2025, compared to in $29,389,514 current liabilities, $29,461,238 in total liabilities and $26,771,357
in total shareholders; deficiency as of December 31, 2024. The Company cautions that the foregoing estimates as at and for the three
months ended December 31, 2025 are preliminary and subject to change, possibly materially, following the completion and review of the
Company’s financial statements.
