UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code:
(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.
INCORPORATION BY REFERENCE
This Current Report on Form 8-K of VERSES AI Inc. (the “Company”) (other than Exhibits 99.1 and 99.2) is hereby incorporated by reference into the Registration Statement on Form F-10 (File No. 333-282301) of the Company, as amended or supplemented (the “Registration Statement”).
Item 1.01 Entry into a Material Definitive Agreement.
On July 8, 2025, the Company entered into an agency agreement (the “Agency Agreement”) with A.G.P. Canada Investments ULC (“A.G.P. Canada”) and A.G.P./Alliance Global Partners (“A.G.P. U.S.”, and together with A.G.P. Canada, the “Agents”) acting as representatives with respect to the public offering (the “Offering”) through the Agents for sale directly by the Company on a “reasonable best efforts” basis, of 1,007,764 units of the Company (“Units”) at a price of USD$6.946 (CDN$9.50) per Unit for gross proceeds of USS$7,000,331 (CDN$9,573,758), before deducting discounts, commissions and expenses incurred in connection with the Offering. Each Unit will be comprised of (i) one class A subordinate voting share of the Company and (ii) one half of one transferable class A subordinate voting share purchase warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one class A subordinate voting share at an exercise price of USD$8.409 (CDN$11.50) per Warrant Share for a period of three years following the closing of the Offering. Pursuant to the Agency Agreement, the Company will pay to the Agents a cash fee of 7% of the aggregate gross proceeds raised in the Offering, subject to a minimum fee of CDN$400,000 (the “Agents’ Fee”). The Agents’ Fee will be reduced to 2% in respect to the portion of aggregate gross proceeds of the offering attributable to purchasers identified by the Company. We have also agreed to reimburse the Agents for certain expenses and legal fees up to USD $100,000 in connection with the Offering, and up to USD$300,000 for certain legal fees in connection with previous transactions. In connection with the Offering, the Company has agreed to issue to the Agents compensation warrants (each, a “Compensation Warrant”) equal to 3.5% of the aggregate number of Units sold in the Offering. The number of Compensation Warrants will be reduced to 2% for any portion of the Offering attributable to purchasers on the President’s List. Each Compensation Warrant shall entitle the holder thereof to acquire one (1) Share (each, a “Compensation Warrant Share”) at an exercise price of USD$8.409 (CDN$11.50) per Compensation Warrant Share for a period of three (3) years following the closing date of the Offering.
The offer and sale of the Units is being made pursuant to the Registration Statement.
The Company expects to close the sale of the Units on July 11, 2025, subject to customary closing conditions. In connection with the Offering, the Company expects to enter into a warrant indenture with Endeavor Trust Corporation, relating to the Warrants.
The Agency Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing, indemnification obligations of the Company and the Agents, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing summary of the Agency Agreement is qualified in its entirety by a copy of the Agency Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On July 8, 2025, the Company issued a press release announcing the Offering. A copy of the press release is filed hereto as Exhibit 99.1. On July 9, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed hereto as Exhibit 99.2.
This Current Report on Form 8-K includes the consent of: (i) DuMoulin Black LLP, a copy of which is filed hereto as Exhibit 99.3; (ii) Thorsteinssons LLP, a copy of which is filed hereto as Exhibit 99.4; and (iii) M&K CPAS, PLLC, a copy of which is filed hereto as Exhibit 99.5, each of which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Agency Agreement, dated as of July 8, 2025, by and among Verses AI Inc., A.G.P. Canada Investments ULC and A.G.P./Alliance Global Partners. | |
| 99.1 | Press Release dated July 8, 2025 | |
| 99.2 | Press Release dated July 9, 2025 | |
| 99.3 | Consent of DuMoulin Black LLP, dated July 9, 2025 | |
| 99.4 | Consent of Thorsteinssons LLP, dated July 9, 2025 | |
| 99.5 | Consent of M&K CPAS, PLLC, dated July 9, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| -2- |
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: July 9, 2025 | By: | /s/ James Christodoulou |
| Name: | James Christodoulou | |
| Title: | Chief Financial Officer | |
| -3- |