UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Warrant Indenture
On July 9, 2025, the Company entered into a warrant indenture (the “Warrant Indenture”) with Endeavor Trust Corporation with respect to the Company’s issuance of up to 503,882 Class A Subordinate Voting Share purchase warrants (the “Unit Warrants”), with each Unit Warrant exercisable into one Class A Subordinate Voting Share of the Company (each, a “Unit Warrant Share”) at an exercise price of US8.409 (C$11.50) per Unit Warrant Share for a period of 36 months from the date of issuance. The Unit Warrants are governed by the terms and conditions of the Warrant Indenture, which: (i) provides for adjustment to the exercise price of the Unit Warrants and/or to the number or kind of securities issuable upon the exercise of the Unit Warrants upon the occurrence of certain events specified in the Warrant Indenture; and (ii) includes certain beneficial ownership limitations under which Unit Warrants will not be exercisable to the extent that, after giving effect to the issuance of the Unit Warrant Shares issuable upon such exercise of the Unit Warrants, the holder, together with its affiliates and other persons acting as a group with the holder or any of its affiliates, would beneficially own in excess of 4.99% of the number of the Company’s Class A Subordinate Voting Shares outstanding immediately after giving effect to such issuance (such beneficial ownership limitation may be increased or decreased by the holder upon notice to the Company, to a maximum of 9.99%).
The forgoing summary of the Warrant Indenture is qualified in its entirety by a copy of the Warrant Indenture, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Compensation Warrants and Corporate Finance Fee Warrant
In connection with the closing of the public offering of 1,007,764 units of the Company at a price of US$6.946 (C$9.50) per unit (the “Offering”), with each unit consisting of one Class A Subordinate Voting Share of the Company and one half of one Unit Warrant, the Company paid 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”) a cash commission of US$329,040 (C$450,000). The Company also issued 35,271 compensation warrants (the “Compensation Warrants”) to the Agents, with each Compensation Warrant exercisable into one Class A Subordinate Voting Shares of the Company (the “Compensation Warrant Shares”) at an exercise price of US$8.409 (C$11.50) per Compensation Warrant Share for a period of 36 months from the date of issuance.
Additionally, in connection with the Offering, the Company paid a cash fee of US$250,000 (C$341,904) toTriView Capital Ltd. (“Triview”), and issued a share purchase warrant to TriView (the “Corporate Finance Fee Warrant”) exercisable into 75,000 Class A Subordinate Voting Shares of the Company (the “Corporate Finance Fee Warrant Shares”) at an exercise price of US$8.409 (C$11.50) per Corporate Finance Fee Warrant Share for a period of 36 months from the date of issuance.
Each of the Compensation Warrants and the Corporate Finance Fee Warrant are governed by warrant certificates, the form of which is attached hereto as Exhibit 4.2 and is incorporated herein by reference.
Item 8.01 Other Events.
On July 11, 2025, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Warrant Indenture dated July 9, 2025 between the Company and Endeavor Trust Corporation (Incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 10-K filed on July 14, 2025) | |
| 4.2 | Form of Warrant Certificate | |
| 99.1 | Press Release dated July 11, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 15, 2025 | By: | /s/ James Christodoulou |
| Name: | James Christodoulou | |
| Title: | Chief Financial Officer | |
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