UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For
the Quarterly Period Ended:
For the transition period from:
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The number of the issuer’s Class A Subordinate Voting Shares, without par value, outstanding at August 14, 2025 was .
Table of Contents
| i |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “believe,” “will,” “expect,” “anticipate,” “estimate,” “intend,” “plan” and “would.” For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, industry ranking, plans and objectives of management, markets for our Class A Subordinate Voting Shares and future management and organizational structure are all forward-looking statements. Forward-looking statements are not guarantees of performance. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement.
Any forward-looking statements are qualified in their entirety by reference to the risk factors discussed in this Quarterly Report on Form 10-Q. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to:
| ● | the competitive and business strategies of the Company (as defined below); | |
| ● | the Company’s research roadmap and expectations regarding the Company’s development of artificial intelligence (“AI”); | |
| ● | the Company’s participation in AI benchmark challenges and expectations regarding the public release timeline of Genius (as defined herein); | |
| ● | market prices, values and other economic indicators; | |
| ● | receipt and timing of any required governmental, regulatory and third-party approvals, licenses and permits; | |
| ● | the performance of the Company’s business and operations; | |
| ● | the intention to grow the business, operations and potential activities of the Company; | |
| ● | the Company’s competitive positioning; | |
| ● | the Company’s anticipated partnerships and agreements with third parties and the expected outcomes of such partnerships and agreements; | |
| ● | possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action; | |
| ● | timing, costs and potential success of future activities on the Company’s facilities and projects; | |
| ● | future outlook and goals relating to the Company’s strategy; | |
| ● | whether the Company will have sufficient working capital and its ability to raise additional financing required in order to continue development of its business and continue operations; | |
| ● | the Company’s expected reliance on key management personnel, advisors and consultants; | |
| ● | the Company’s intended compensation policy and practices and compensation structure; | |
| ● | the capabilities of Genius and Genius-based applications; | |
| ● | the development and roll-out of Genius and Genius-based applications; | |
| ● | the expected competitive aspects of Genius and Genius-based applications in the market; | |
| ● | the scalability of the Spatial Web (as defined herein) and Genius; | |
| ● | beliefs and intentions regarding the ownership or potential ownership of any material patents, trademarks and domain names used in connection with the Company’s products and services; | |
| ● | analyses and other information based on expectations of future performance and planned products; | |
| ● | planned expenditures and budgets and the execution thereof; and | |
| ● | anticipated results and developments in the Company’s operations in future periods and other matters which may occur in the future. |
| 1 |
Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, including, without limitation, assumptions about:
| ● | possible events, conditions or financial performance that is based on assumptions about future economic conditions and courses of action; | |
| ● | general economic, financial market, regulatory and political conditions in which the Company operates; | |
| ● | general demand and consumer interest in the Company’s products; | |
| ● | the competitive environment in which the Company operate; | |
| ● | the ability of the Company to grow its market share and the Company’s growth outlook; | |
| ● | anticipated and unanticipated costs that the Company may face; | |
| ● | estimated contracted revenue, revenue structures and revenue from operations; | |
| ● | there being no significant delays in the development and commercialization of Genius and other products and services; | |
| ● | the ability of the Company to raise any necessary capital on acceptable terms; | |
| ● | the ability of the Company to anticipate future needs of clients and partners; | |
| ● | the ability of the Company to maintain and effect sufficient research and development capabilities; | |
| ● | the ability of the Company to execute the Company’s growth, sales and customer acquisition strategies; | |
| ● | the ability of the Company to attract and retain skilled personnel; | |
| ● | the ability of the Company to obtain qualified staff and in a timely and cost-efficient manner; | |
| ● | there being no significant barriers to the acceptance of the Company’s products and services; | |
| ● | the continued adoption and acceptance of the Spatial Web; | |
| ● | stability in financial and capital markets; | |
| ● | fluctuations in capital markets and share prices; | |
| ● | the accuracy of budgeted costs and expenditures; | |
| ● | future currency exchange rates and interest rates; | |
| ● | the timely receipt of any required governmental, regulatory and third-party approvals, license and permits on favorable terms and any required renewals of the same; | |
| ● | legislation and regulation favoring the furtherance of AI applications; and | |
| ● | requirements under applicable laws. |
While the Company considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks and uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Company and there is no assurance they will prove to be correct.
Furthermore, by their very nature, forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, events, results, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks, uncertainties and other factors include, without limitation: industry-wide risks; fluctuations in capital markets and share prices; price volatility; risks related to the ability to obtain financing needed to fund the continued development of the Company’s business; changes in the Company’s business plans; risks related to the Company’s limited operating history; the Company requiring additional funding to maintain operations; risks related to the Company’s negative cashflow from operating activities; the Company’s failure to implement its growth strategy; risks related to conflicts of interest involving the Company’s management; risks related to the uncertainty of the Company’s use of available funds; risks related to proprietary AI algorithms; the failure of the Company to manage its growth; risks related to the Company’s reliance on strategic partnerships; risk associated with security breaches; risk associated with software errors or defects; risks associated with insufficient insurance coverage; the Company’s failure to maintain, promote and enhance its brand; the Company’s dependence on customer Internet access and use of Internet for commerce; risks associated with privacy and security of sensitive information; risks associated with changes in technology affecting the Company’s business and products; risks associated with the competitive environment of the Company’s industry; risks associated with the uncertainty of market opportunity estimates and growth forecasts; risks associated with reputational damage; the Company’s inability to protect its intellectual property; the volatility of the global economy; the Company’s dependence on management and key personnel; risks associated with government regulation affecting the Company; the Company being subject to civil or other legal proceedings; risks related to reporting requirements arising from the Company’s reporting issuer status; risks associated with future acquisitions; risks related to the maintenance of effective internal controls by the Company; the potential that no active or liquid market for the Class A Subordinate Voting Shares may develop or be sustained; the speculative nature of an investment in the Class A Subordinate Voting Shares; risk that the market price of the Class A Subordinate Voting Shares may not represent the Company’s performance or intrinsic value; risks associated with the influence of reports published by securities or industry analysts on the trading market of the Class A Subordinate Voting Shares; risks associated with price volatility of publicly traded securities; risks associated with the future dilution of the Company’s securities; risks associated the payment of dividends; and other risks discussed under “Risk Factors” below.
| 2 |
The foregoing is not an exhaustive list of the risks and factors that may affect the Company’s forward-looking information. Although the Company has attempted to identify important factors that could affect the Company and may cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in the forward-looking information, there may be other factors that cause actions, events, conditions, results, performance or achievements not to be as anticipated, estimated or intended. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
The Company cautions that the foregoing lists of important assumptions and factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking information contained in this Quarterly Report on Form 10-Q. You should read this Quarterly Report on Form 10-Q and the documents that we reference herein and have filed as exhibits to the Quarterly Report on Form 10-Q, completely and with the understanding that our actual future results may be materially different from what we expect. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. You should assume that the information appearing in this Quarterly Report on Form 10-Q is accurate as of the date hereof. Accordingly, readers should not place undue reliance on forward-looking information. Except as required by law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.
We qualify all of the information presented in this Quarterly Report on Form 10-Q, and particularly our forward-looking statements, by these cautionary statements.
This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal surveys, market research, publicly available information and industry publications. Such reports generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy or completeness of such information is not guaranteed. Although we believe this information is reliable, we have not independently verified, nor can we guarantee, the accuracy or completeness of that information.
Throughout this Quarterly Report on Form 10-Q, the “Company,” “VERSES,” “we,” “us,” and “our” refers to Verses AI Inc., individually, or as the context requires, collectively with its subsidiaries.
| 3 |
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
VERSES AI INC.
Condensed Consolidated Interim Balance Sheet
(Expressed in United States dollars)
| June 30, 2025 | March 31, 2025 | |||||||||
| Notes | (Unaudited) | (Audited) | ||||||||
| ASSETS | ||||||||||
| CURRENT | ||||||||||
| Cash and restricted cash | 3 | $ | $ | |||||||
| Accounts receivable | ||||||||||
| Deferred financing costs | ||||||||||
| Work in progress | ||||||||||
| Tax receivable | ||||||||||
| Prepaid expenses | 12 | |||||||||
| Due from related parties | 8 | |||||||||
| Equipment | 6, 13 | |||||||||
| TOTAL ASSETS | $ | $ | ||||||||
| LIABILITIES | ||||||||||
| CURRENT | ||||||||||
| Accounts payable | 8 | $ | $ | |||||||
| Accrued liabilities | ||||||||||
| Deferred grant | 3 | |||||||||
| Deferred revenue | ||||||||||
| Provision for legal claim | 19, 20 | |||||||||
| Restricted share unit liability | 7 | |||||||||
| Loans payable | 6 | |||||||||
| TOTAL LIABILITIES | ||||||||||
| SHAREHOLDERS’ DEFICIENCY | ||||||||||
| Class A Subordinate Voting Shares, par value: authorized; and issued and outstanding, respectively | 10 | |||||||||
| Additional paid-in capital | 8, 10, 11 | |||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||||
| Deficit | ( | ) | ( | ) | ||||||
| TOTAL SHAREHOLDERS’ DEFICIENCY | ( | ) | ( | ) | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIENCY | $ | $ | ||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| 4 |
VERSES AI INC.
Unaudited Condensed Consolidated Interim Statements of Operations
For the three months ended June 30, 2025 and 2024
(Expressed in United States dollars)
| Period ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| REVENUE | $ | $ | ||||||
| COST OF REVENUE | ( | ) | ||||||
| NET REVENUE | ||||||||
| Operating expenses: | ||||||||
| Selling, general and administrative expenses | ( | ) | ( | ) | ||||
| OPERATING INCOME (EXPENSE) | ( | ) | ( | ) | ||||
| Other income/(expense), net | ( | ) | ||||||
| NET LOSS | ( | ) | ( | ) | ||||
| Loss Per Class A Subordinate Voting Shares - Basic and Diluted | $ | ) | $ | ) | ||||
| Class A Subordinate Voting Shares used in computing earnings per share - Basic and Diluted | ||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| 5 |
VERSES AI INC.
Unaudited Condensed Consolidated Interim Statements of Comprehensive Loss
For the three months ended June 30, 2025 and 2024
(Expressed in United States dollars)
| Period ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Net Loss | ( | ) | ( | ) | ||||
| Change in foreign currency translation | ( | ) | ||||||
| NET COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| 6 |
VERSES AI INC.
Unaudited Condensed Consolidated Interim Statements of Shareholders’ Deficiency
For the three months ended June 30, 2025 and 2024
(Expressed in United States dollars)
| Number of Class B Proportionate Voting Shares | Number of Class A Subordinate Voting Shares | Share Capital | Additional paid-in capital | Obligation to Issue Shares | Accumulated Other Comprehensive Loss | Deficit | Total Shareholders’ Deficiency | |||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Exercise of options and warrants | - | ( | ) | |||||||||||||||||||||||||||||
| Stock options granted | - | - | ||||||||||||||||||||||||||||||
| Conversion of Class B Proportionate Voting shares into Class A Subordinate Voting shares | ( | ) | ||||||||||||||||||||||||||||||
| Shares issued for services | - | |||||||||||||||||||||||||||||||
| Special warrants proceeds received (net) | - | - | ||||||||||||||||||||||||||||||
| Foreign exchange difference | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| Stock options granted | - | - | ||||||||||||||||||||||||||||||
| Additional interest convertible debenture | - | |||||||||||||||||||||||||||||||
| Issuance of Units for cash (net) | - | |||||||||||||||||||||||||||||||
| Foreign exchange difference | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| 7 |
VERSES AI INC.
Unaudited Condensed Consolidated Interim Statements of Cash Flows
For the three months ended June 30, 2025 and 2024
(Expressed in United States dollars)
| For the period ended | June 30, 2025 | June 30, 2024 | ||||||
| Cash provided by (used in): | ||||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net losses to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Interest due from related parties loan | ( | ) | ( | ) | ||||
| Provision for legal claim | ||||||||
| Provision for contract settlement | ||||||||
| Provision for losses on related party transactions | ||||||||
| Accretion expense | ||||||||
| Interest expense | ||||||||
| Issuance of shares for services | ||||||||
| Restricted shares units | ( | ) | ||||||
| Share based payments | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Contract assets and unbilled revenue | ||||||||
| Tax receivable | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ||||||
| Deferred financing costs | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Deferred revenue | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Due from related parties | ( | ) | ||||||
| Investment in equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Deferred grant | ( | ) | ||||||
| Repayments of loans | ( | ) | ||||||
| Proceeds from issuance of special warrants | ||||||||
| Special warrant issuance costs | ( | ) | ||||||
| Proceeds from issuance of equity instruments | ||||||||
| Proceeds from issuance of Units | ||||||||
| Private placement issuance costs | ( | ) | ||||||
| Proceeds from issuance of convertible debentures | ||||||||
| Net cash provided by financing activities | ||||||||
| Foreign exchange effect on cash | ( | ) | ||||||
| Net change in cash during the period | ( | ) | ||||||
| Cash, beginning of the period | ||||||||
| Cash, end of the period | $ | $ | ||||||
Supplemental cash flow information (Note 16).
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
| 8 |
| 1. | NATURE OF BUSINESS AND GOING CONCERN |
Chromos Capital Corp. was incorporated under the Business Corporations Act (British Columbia) on November 19, 2020. On June 17, 2021, Chromos Capital Corp. changed its name to Verses Technologies Inc. On March 31, 2023, Verses Technologies Inc. changed its name to Verses AI Inc. (“VAI”, “VERSES” or the “Company”).
VERSES is a cognitive computing company specializing in next generation intelligence software systems. We are primarily focused on developing an intelligence-as-a-service smart software platform, called Genius. Our ambition is to become a driving force in the transition from the information age to the intelligence age.
The Company launched a private beta program of Genius in early 2024 with a few select users with whom we had existing business relationships and launched a public beta program for a broader number of developers in the second half of 2024. This public beta program included enhanced functionalities and was intended to help us increase our potential customer base, while refining our product offerings in anticipation of the 1.0 launch of Genius.
On June 28, 2022, the Subordinate Class A shares of the Company were listed and started trading on the NEO Exchange in Canada (“NEO”) (“Listing”) under the symbol “VERS”.
On October 4, 2022, the Company announced that the Company’s Class A shares have commenced trading on the OTCQX® Best Market, an over-the-counter public market in the United States, under the ticker symbol “VRSSF”. VERSES will continue to trade on the NEO Exchange in Canada, as its primary listing.
On July 20, 2023, the Company was downgraded from the OTCQX and started trading on OTCQB® Venture Market under the same ticker symbol “VRSSF”.
The Company’s head office and registered and records office is located at 1111 West Hastings Street, 15th Floor, Vancouver, British Columbia, V6E 2J3, Canada.
For
the three month period ending June 30, 2025, the Company incurred a net loss of $
The ability of the Company to raise additional capital sufficient to continue operations are conditional, in part, on the progress of its technology development and continued investor support. The material uncertainty of these items and conditions raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not give effect to any adjustments, which would be necessary should the Company be unable to raise additional capital to continue as a going concern. In such circumstances, the Company would be required to realize its assets and discharge its liabilities outside of the normal course of business, and the amounts realized could differ materially from those reflected in these consolidated financial statements.
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| a) | Basis of presentation |
The condensed consolidated interim financial statements include the accounts of VERSES AI Inc. and its wholly owned subsidiaries (“Subsidiaries”) (collectively “VERSES” or the “Company”) have been prepared in accordance with U.S generally accepted accounting principles (“GAAP”) as defined by the Financial Accounting Standards Board (FASB).
| b) | Consolidation |
These consolidated financial statements include the accounts of the Company and its wholly owned Subsidiaries. The results of the Subsidiaries will continue to be included in the consolidated financial statements of the Company until the date that the Company’s control over the Subsidiaries ceases. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All intercompany transactions are eliminated on these consolidated financial statements.
| 9 |
Details of the Company’s Subsidiaries at June 30, 2025 and March 31, 2025 are as follows:
| Name | Place of Incorporation | June 30, 2025 Interest | March 31, 2025 Interest | |||||||
| Verses
Technologies USA, Inc. (formerly Verses Labs Inc.) (“VTU”) | % | % | ||||||||
| Verses Operations Canada Inc. (“VOC”) | % | % | ||||||||
| Verses Logistics Inc. (“VLOG”) | % | % | ||||||||
| Verses Realities Inc. (“VRI”) | % | % | ||||||||
| Verses Inc. (“VINC”) | % | % | ||||||||
| Verses Health Inc. (“VHE”) | % | % | ||||||||
| Verses Global BV (“VBV”) | % | % | ||||||||
| Verses Solutions Inc (“VSI”) | % | % | ||||||||
| c) | Significant accounting estimates and judgments |
The preparation of these condensed consolidated interim financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period. These consolidated financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions, and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes could differ from these estimates.
The significant judgements made by management in the Company’s accounting policies and key sources of estimation uncertainty were the same as those applied in the annual audited consolidated financial statements for the year ended March 31, 2025.
| 3. | DEFERRED GRANT |
The Company’s subsidiary, VBV, entered into a grant agreement (alongside other beneficiaries) with the Horizon Europe, which is delegated under the European Commission, to provide technical expertise on artificial intelligence.
Under
the grant agreement, VBV received $
Of
the expenses incurred, $
| June 30, 2025 | March 31, 2025 | |||||||
| Balance, beginning of the year | $ | $ | ||||||
| Grant received | ||||||||
| Expenses on the project | ( | ) | ( | ) | ||||
| Exchange difference | ( | ) | ||||||
| Balance, end of the period | $ | $ | ||||||
| 10 |
| 4. | REVENUE |
The Company recognized revenues from contracts with customers in accordance with the following timing under ASC 606 Revenue from Contracts with Customers.
Three months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Recognized at a point in time (1) | $ | $ | ||||||
| Recognized over the duration of contracts (2) | ||||||||
| Total | $ | $ | ||||||
| (1) |
| (2) |
On
August 14, 2024, the Company announced the existing SaaS contract with its customer was terminated by both parties. As a result, the
Company has recorded a provision for the contract settlement for $
| 5. | COST OF REVENUE |
The Company’s cost of revenue is summarized as follows:
| Three months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cost of Revenue from POCs and software implementation | $ | $ | ||||||
| Cost of Revenue from SaaS | ||||||||
| $ | $ | |||||||
| 6. | LOANS PAYABLE |
Loan activity consisted of the following:
| For the period ended | June 30, 2025 | March 31, 2025 | ||||||
| Balance, beginning of the year | $ | $ | ||||||
| Repayment | ( | ) | ||||||
| Interest expense | ||||||||
| Balance, end of the period | $ | $ | ||||||
On
June 5, 2020, the Company received a $
| 7. | SHARE BASED PAYMENTS |
| a) | Stock Options |
The Company has an Omnibus Equity Incentive Plan (the “Plan”) available to employees, directors, officers, and consultants with grants under the Plan approved from time to time by the Board of Directors. Under the Plan, the Company is authorized to issue options to purchase an aggregate of up to % of the Company’s issued and outstanding Subordinate Voting Shares. Each option can be exercised to acquire one Subordinate Voting Share of the Company. The exercise price for an option granted under the Plan may not be less than the market price at the date of grant.
| 11 |
| Expiry date | Average Remaining Contractual Life in Years | Exercise Price (CAD$) | Exercise Price (USD$ equivalent) (1) | Outstanding | ||||||||||||
| June 16, 2027 | ||||||||||||||||
| September 16, 2027 | ||||||||||||||||
| April 28, 2028 | ||||||||||||||||
| December 15, 2028 | ||||||||||||||||
| December 23, 2028 | ||||||||||||||||
| April 15, 2029 | ||||||||||||||||
| July 3, 2029 | ||||||||||||||||
| May 26, 2030 | ||||||||||||||||
| (1) |
| Number of stock options | Weighted Average Exercise Price (CAD$) | Weighted Average Exercise Price (USD$ equivalent) (1) | ||||||||||
| Outstanding, March 31, 2024 | $ | $ | ||||||||||
| Granted | ||||||||||||
| Exercised | ( | ) | ||||||||||
| Cancelled | ( | ) | ||||||||||
| Outstanding, March 31, 2025 | ||||||||||||
| Granted | ||||||||||||
| Cancelled | ( | ) | ||||||||||
| Outstanding, June 30, 2025 | ||||||||||||
| Exercisable, June 30, 2025 | $ | $ | ||||||||||
| (1) |
During the period ended June 30, 2025:
| - | stock options at an average exercise price of CAD$ ($ at balance sheet rate) belonging to inactive employees were cancelled according to the Plan. The original fair value of these stock options of $ was reclassified from additional paid-in capital to share based payments upon cancellation. |
On May 26, 2025, the Company granted stock options to consultant “E” and stock options to consultant “F” with an exercise price of CAD$ ($ at balance sheet rate), expiring in years, and vesting on the grant date. The stock options were fair valued at $ using the Black-Scholes option pricing model with the following assumptions:
| CAD$ | $ | |||||||
| Share price at grant date | $ | $ | ||||||
| Risk-free interest rate | % | % | ||||||
| Expected life | years | years | ||||||
| Expected volatility | % | % | ||||||
| Expected forfeitures | % | % | ||||||
| Expected dividends | ||||||||
| Grant date fair value per option | $ | $ | ||||||
| 12 |
On December 23, 2024, the Company granted stock options to employees and independent contractors of the Company with an exercise price of CAD$($ at balance sheet rate), expiring in years, with
For the period ended June 30, 2025, the Company recognized $ as share-based payment for stock options granted in December 2024 using the graded vesting method over the vesting period.
On December 23, 2024, the Company granted stock options to consultants of the Company with an exercise price of CAD$ ($ at balance sheet rate), expiring in years, where
| Consultant | Granted December 2024 | |||
| B | ||||
| E | ||||
| F | ||||
| I | ||||
| P | ||||
| Q | ||||
| Total | ||||
For the period ended June 30, 2025, the Company recognized $ as share-based payment for stock options granted in December 2024 using the graded vesting method over the vesting period.
On July 3, 2024, the Company granted stock options to employees and independent contractors of the Company with a weighted average exercise price of CAD$ ($ at balance sheet rate), expiring in years, with
For the period ended June 30, 2025, the Company recognized $ as share-based payment for stock options granted in July 2024 using the graded vesting method over the vesting period.
On April 15, 2024, the Company granted stock options to employees and independent contractors of the Company with a weighted average exercise price of CAD$ ($ at balance sheet rate), expiring in years, with
For the period ended June 30, 2025, the Company recognized $ as share-based payment for stock options granted in April 2024 using the graded vesting method over the vesting period.
On April 15, 2024, the Company granted stock options to consultant “L” and stock options to other consultants with an average exercise price of CAD$ ($ at balance sheet rate) and expiration in years.
For the period ended June 30, 2025, the Company recognized $ as share-based payment for stock options granted in April 2024 using the graded vesting method over the vesting period.
On December 15, 2023, the Company granted stock options to employees and independent contractors of the Company with an exercise price of CAD$ ($ at balance sheet rate), expiring in years, where stock options are vested on the grant date,
For the period ended June 30, 2025, the Company recognized $ as share-based payment for stock options granted in December 2023 using the graded vesting method over the vesting period.
| 13 |
| Consultant | - Inception to date | March 31, 2025 | Q1-2026 |
Q1 2026 | June 30, 2025 | |||||||||||||||||||||||
| A | ( | ) | % | |||||||||||||||||||||||||
| B | ( | ) | % | |||||||||||||||||||||||||
| C | ( | ) | % | |||||||||||||||||||||||||
| D | % | |||||||||||||||||||||||||||
| E | % | |||||||||||||||||||||||||||
| F | % | |||||||||||||||||||||||||||
| G | ( | ) | % | |||||||||||||||||||||||||
| H | % | |||||||||||||||||||||||||||
| I | % | |||||||||||||||||||||||||||
| J | ( | ) | % | |||||||||||||||||||||||||
| K | ( | ) | % | |||||||||||||||||||||||||
| L | % | |||||||||||||||||||||||||||
| M | % | |||||||||||||||||||||||||||
| N | % | |||||||||||||||||||||||||||
| O | % | |||||||||||||||||||||||||||
| P | % | |||||||||||||||||||||||||||
| Q | % | |||||||||||||||||||||||||||
| Others | ( | ) | ( | ) | % | |||||||||||||||||||||||
| Total | ( | ) | ( | ) | % | |||||||||||||||||||||||
| b) | Restricted Shares Units |
Included in the Plan, the Company may grant RSUs to employees, directors, officers, and consultants. The RSUs can be settled at the election of the holder for Subordinate Voting Shares, cash, or a combination of Subordinate Voting Shares and cash. The RSUs were determined to be a liability instrument, and the fair value will be recognized as an expense using the graded vesting method over the vesting period.
On May 26, 2025, the Company granted RSUs to consultant “B”, expiring in years, and vesting on July 1, 2025. The RSUs granted on May 26, 2025 were fair valued based on the market price of one Subordinate Voting Share on the balance sheet date. The Company recognized $ as share-based payment for the current period.
| Consultant | March 31, 2025 | Q1-2026 | June 30, 2025 | |||||||||||||||||||||
| A | ( | ) | % | |||||||||||||||||||||
| B | ( | ) | % | |||||||||||||||||||||
| E | ( | ) | % | |||||||||||||||||||||
| F | ( | ) | % | |||||||||||||||||||||
| L | % | |||||||||||||||||||||||
| Others | ( | ) | % | |||||||||||||||||||||
| Total | ( | ) | % | |||||||||||||||||||||
| 14 |
At June 30, 2025, the balance of RSUs granted in the previous years, were revalued based on the market price of one Subordinate Voting Share on the revaluation date, and the Company derecognized $ as share-based payment for RSUs in the period.
| Number of RSUs | ||||
| Balance, March 31, 2024 | ||||
| Issued, April 15, 2024 | ||||
| Issued, June 20, 2024 | ||||
| Issued, July 3, 2024 | ||||
| Issued, September 13, 2024 | ||||
| Issued, December 23, 2024 | ||||
| Cancelled | ( | ) | ||
| Converted | ( | ) | ||
| Balance, March 31, 2025 | ||||
| Issued, May 26, 2025 | ||||
| Balance, June 30, 2025 | ||||
| Exercisable, June 30, 2025 | ||||
| Share based payments | Stock Options | RSUs | Total | |||||||||
| Previous years graded vesting | ||||||||||||
| Previous years RSUs revaluation | ( | ) | ( | ) | ||||||||
| New grants Q1 2025 | ||||||||||||
| Balance, June 30, 2024 | $ | $ | ( | ) | $ | |||||||
| Previous years graded vesting | ||||||||||||
| Previous years RSUs revaluation | ( | ) | ( | ) | ||||||||
| New grants Q1 2026 | ||||||||||||
| Cancelled options / RSUs | ( | ) | ( | ) | ||||||||
| Balance, June 30, 2025 | $ | $ | $ | |||||||||
As of June 30, 2025, the fair value of RSUs was $ (March 31, 2025 - $).
| 8. | RELATED PARTY TRANSACTIONS AND BALANCES |
The Company’s related parties consist of the directors, executive officers and key management personnel, who have authority and responsibility for planning, directing, and controlling the Company’s activity and companies controlled by them. Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources, services, or obligations between related parties.
Transactions are measured at the exchange amount, which is the amount agreed to by the parties.
| 15 |
Key management personnel include those with authority and responsibility for planning, directing, and controlling the company’s activities. The Company has determined that key management personnel consist of executive and non-executive members of its Board of Directors and senior officers.
During the periods ended June 30, 2025 and 2024, related party transactions were as follows:
| Period ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Management fees | $ | $ | ||||||
| Management salaries and benefits included in personnel expenses | ||||||||
| Share-based payments | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Included
in accounts payable at June 30, 2025, were amounts totaling $
Included in due from related parties is an unsecured loan made on April 28, 2023 of $
On December 23, 2024, the Company granted stock options to James Hendrickson, the Chief Operating Officer, with an exercise price of CAD$ ($ at balance sheet rate), expiring in , where
For the period ended June 30, 2025, the Company recognized $ as share-based payment for stock options granted in December 2024 using the graded vesting method over the vesting period.
On December 23, 2024, the Company granted RSUs to two independent directors of the Company, to Gordon Scott Paterson and to Jonathan de Vos. The RSUs have exercise price and expire in . The Company revalued the RSUs based on the market price of one Subordinate Voting Share on the revaluation date. The Company derecognized $ as share-based payment for RSUs in the period ended June 30, 2025.
On September 13, 2024, the Company granted RSUs to Michael Blum, the Chairman, with exercise price, expiry date of from the grant date, vesting within one year of the grant date and % every three months afterwards. For the period ended June 30, 2025, the Company revalued the RSUs based on the market price of one Subordinate Voting Share on the revaluation date. The Company derecognized $ as share-based payment for RSUs in the period.
On July 3, 2024, the Company granted stock options to James Hendrickson, the Chief Operating Officer and to Kevin Wilson, its Chief Financial Officer. The options have an exercise price of CAD$ ($ at balance sheet rate) and expire in .
For the period ended June 30, 2025, the Company recognized $ as share-based payment for stock options granted in July 2024 using the graded vesting method over the vesting period.
On July 3, 2024, the Company granted RSUs to Kevin Wilson, its Chief Financial Officer and to the three independent directors of the Company, to Gordon Scott Paterson, to Jonathan de Vos, and to Jay Samit. The RSUs have exercise price and expire in . The Company revalued the RSUs based on the market price of one Subordinate Voting Share on the revaluation date. The Company derecognized $ as share-based payment for RSUs in the period ended June 30, 2025.
On December 23, 2023, the Company granted stock options to Kevin Wilson, its Chief Financial Officer and stock options to James Hendrickson, its Chief Operating Officer with an exercise price of CAD$ ($ at balance sheet rate), expiring in , where vested on the grant date and will vest
| 16 |
For the period ended June 30, 2025, the Company recognized $ as share-based payment for stock options granted in December 2023 using the graded vesting method over the vesting period.
On June 30, 2025, the remaining RSUs granted to Gordon Scott Paterson, a director of the Company, in the year ended March 31, 2023, were valued based on the market price of one Subordinate Voting Share on the revaluation date, of which $ is derecognized in the period ended June 30, 2025.
9. COMMITMENTS
The Company has an obligation to pay royalties to Cyberlab, LLC (“Cyberlab”) (a company controlled by Dan Mapes, a director and officer). Cyberlab shall be entitled to receive a share of the gross revenue derived from the sales, licensing, and other commercial activities involving Spatial Domain Names, pursuant to the following schedule:
| - | ||
| - | ||
| - | ||
| - | ||
| - |
As of June 30, 2025, no amounts are payable under the royalty agreement.
The Company may grant stock options (“Options”), deferred share units (“DSU”), or restricted stock units (“RSU”) to qualifying consultants and employees based on their respective contracts, to be determined at the grant date based on the market price of the Company’s shares. As of June 30, 2025, the outstanding commitment balance is (March 31, 2025 – ) to be granted as options, RSUs or DSUs.
The Company has entered into severance agreements with Gabriel Rene (Chief Executive Officer and Director), Dan Mapes (President Emeritus and Global Ambassador and Director), James Christodoulou (Chief Financial Officer), Kevin Wilson (Chief Accounting Officer), Donald Moody (General Counsel and Chief Legal Officer), Capm Petersen (Chief Innovation Officer), Steven Swanson (Chief Experience Officer), and Michael Wadden (Chief Commercial Officer). In the case of involuntary termination or a change in control, the executives are entitled to a monetary payment of base salary, continuation of medical and dental insurance, and immediate, accelerated vesting of all stock options, equity, and related compensation.
| a) | Authorized shares |
Effective
July 20, 2021,
On May 30, 2024, all Class B Proportionate Voting Shares were converted Subordinate Voting Shares.
| b) | Issued |
On May 9, 2025, in connection with the conversion of the convertible debentures, the Company issued Subordinate Voting Shares as an interest reminder.
| 17 |
On
April 28, 2025, the Company closed an offering by way of prospectus supplement (the “Offering”). Pursuant to the Offering,
the Company raised gross proceeds of $
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 CAD$ ($ at balance sheet rate) per Warrant Share at any time until the date that is 36-month from the date of issuance, subject to adjustment in certain events.
The Offering was completed pursuant to an agency agreement dated April 23, 2025 between the Company, A.G.P. Canada Investments ULC, Clear Street LLC and A.G.P./Alliance Global Partners.
In
connection with the Offering, the Company agreed to pay the agents up to a cash commission equal to $
The Offering was completed in Canada pursuant to a prospectus supplement dated April 25, 2025 (the “Supplement”) to the Company’s base shelf prospectus receipted on September 26, 2024 (the “Base Shelf Prospectus”).
11. WARRANTS
On
May 9, 2025, in connection with the Prospectus Supplement offering closed, the Company issued
The
total fair value of the compensation warrants was $
| CAD$ | $ | |||||||
| Share price at grant date | $ | $ | ||||||
| Risk-free interest rate | % | % | ||||||
| Expected life | ||||||||
| Expected volatility | % | % | ||||||
| Expected dividends | Nil | Nil | ||||||
| Grant date fair value per warrant | $ | $ | ||||||
Warrants outstanding as at June 30, 2025 are summarized below:
| Number of warrants | Weighted Average Exercise Price (CAD$) | Exercise Price (USD$ equivalent) (1) | ||||||||||
| Balance, March 31, 2024 | $ | $ | ||||||||||
| Issued | ||||||||||||
| Exercised | ( | ) | ||||||||||
| Expired | ( | ) | ||||||||||
| Balance, March 31, 2025 | $ | $ | ||||||||||
| Issued | ||||||||||||
| Expired | ( | ) | ||||||||||
| Balance, June 30, 2025 | $ | $ | ||||||||||
| (1) |
| 18 |
| Expiry date | Weighted Average Remaining Contractual Life in Years | Exercise Price (CAD$) | Exercise Price (USD$ equivalent) (1) | Outstanding | ||||||||||||
| $ | ||||||||||||||||
Notes:
| (1) | ||
| (2) | ||
| For presentation purposes, the Company divided the total outstanding warrants by 27 to reflect 1 warrant + CAD$27.00 ($19.79 at balance sheet rate) = 1 New Class A Subordinate Voting share. | ||
| (3) | ||
| For presentation purposes, the Company divided the total outstanding warrants by 27 to reflect 1 warrant + CAD$68.85 ($50.47 at balance sheet rate) = 1 New Class A Subordinate Voting share. |
| 19 |
12. PREPAID EXPENSES
Prepaid expenses consisted of the following:
| June 30, 2025 | March 31, 2025 | |||||||
| Deposit | $ | $ | ||||||
| Retainer | ||||||||
| Prepaid insurance | ||||||||
| Subscriptions | ||||||||
| Balance, end of the period | $ | $ | ||||||
| 13. | EQUIPMENT |
| Cost | Equipment | |||
| Balance, March 31, 2025 | $ | |||
| Additions | ||||
| Balance, June 30, 2025 | $ | |||
| Accumulated depreciation | Equipment | |||
| Balance, March 31, 2025 | $ | |||
| Additions | ||||
| Balance, June 30, 2025 | $ | |||
| Net book value, March 31, 2025 | $ | |||
| Net book value, June 30, 2025 | $ | |||
| 14. | FINANCIAL INSTRUMENTS |
As of June 30, 2025, the Company’s financial instruments consist of cash and restricted cash, accounts receivable, accounts payable and accrued liabilities, restricted share unit liability, provision for legal claim, convertible debenture, and loans payable.
In accordance with ASC 820, Fair Value Measurement, the Company categorizes financial assets and liabilities measured at fair value into a three-level hierarchy based on the inputs used in the valuation techniques. The hierarchy gives the highest priority to quoted prices in active markets (Level 1) and the lowest priority to unobservable inputs (Level 3).
The levels of the fair value hierarchy are defined as follows:
| ● | Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. | |
| ● | Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active or inactive markets. | |
| ● | Level 3 – Unobservable inputs for the asset or liability, which are used to measure fair value to the extent that observable inputs are not available, and which are significant to the overall fair value measurement. |
| 20 |
| As of June 30, 2025 | Level 1 ($) | Level 2 ($) | Level 3 ($) | Total ($) | ||||||||||||
| Assets: | ||||||||||||||||
| Cash and restricted cash | ||||||||||||||||
| Due from related parties | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Accounts payable | ||||||||||||||||
| Accrued liabilities | ||||||||||||||||
| Provision for legal claim | ||||||||||||||||
| Restricted share unit liability | ||||||||||||||||
| Loans payable | ||||||||||||||||
| As of March 31, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets: | ||||||||||||||||
| Cash and restricted cash | ||||||||||||||||
| Due from related parties | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Accounts payable | ||||||||||||||||
| Accrued liabilities | ||||||||||||||||
| Provision for legal claim | ||||||||||||||||
| Restricted share unit liability | ||||||||||||||||
| Loans payable | ||||||||||||||||
Credit risk
Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The financial instrument that potentially subjects the Company to concentrations of credit risk consists principally of cash, accounts receivable, and due from related parties. To minimize the credit risk, the Company places its cash with large financial institutions.
Amounts
due from related parties of $
As of June 30, 2025, management assessed that there is no need to provide a credit loss allowance.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company has a planning and budgeting process in place to help determine the funds required to support the Company’s operations on an ongoing basis. The Company strives to ensure that there are sufficient funds to meet its short-term business requirements, taking into account its anticipated cash flows from operations, cash holdings, and anticipated future financing transactions.
Contractual cash flow requirements as of June 30, 2025, were as follows:
<1 year $ | 1-2 years $ | 2-5 years $ | >5 years $ | Total $ | ||||||||||||||||
| Accounts payable | ||||||||||||||||||||
| Accrued liabilities | ||||||||||||||||||||
| Loans payable | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| 21 |
As
of June 30, 2025, the Company had a working capital deficit of $
Foreign exchange risk
Foreign
exchange risk is the risk that the fair value or future cash flows will fluctuate due to changes in foreign exchange rates. The Company
has financial assets denominated in Euros and Canadian dollars and is therefore exposed to exchange rate fluctuations. As of June 30,
2025, the Company had the equivalent of $
The foreign exchange risk exposure of the Company financial instruments as at June 30, 2025 is as below:
| +/- 10% fluctuation | ||||||||||||||||
| Currency | Increase/(decrease) | |||||||||||||||
| Financial Instrument Type | CAD$ | $ | $ impact | |||||||||||||
| Cash | ( | ) | ||||||||||||||
| Tax receivable | ( | ) | ||||||||||||||
| Prepaid expenses | ( | ) | ||||||||||||||
| Accounts payable | ( | ) | ( | ) | ( | ) | ||||||||||
| Accrued liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
| Restricted share unit liability | ( | ) | ( | ) | ( | ) | ||||||||||
| ( | ) | ( | ) | ( | ) | |||||||||||
| +/- 10% fluctuation | ||||||||||||||||
| Currency | Increase/(decrease) | |||||||||||||||
| Financial Instrument Type | EURO | $ | $ impact | |||||||||||||
| Restricted cash | ( | ) | ||||||||||||||
| Tax receivable | ( | ) | ( | ) | ( | ) | ||||||||||
| Accounts payable | ( | ) | ( | ) | ( | ) | ||||||||||
| Deferred Grant | ( | ) | ( | ) | ( | ) | ||||||||||
| ( | ) | |||||||||||||||
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The interest earned on cash balances approximate fair value rates, and the Company is not subject to significant risk due to fluctuating interest rates. As of June 30, 2025, the Company does not hold any liabilities that are subject to fluctuations in market interest rates.
Price risk
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is not exposed to other price risk.
| 22 |
| 15. | MANAGEMENT OF CAPITAL |
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development of their technology. The Company considers the items in shareholders’ equity as capital. There has been no change to what the Company considers capital from the prior year. The Company does not have any externally imposed capital requirements to which it is subject to.
The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may issue Subordinate Voting Shares, dispose of assets or adjust the amount of cash. There has been no change to how capital is managed from the prior year.
| 16. | SUPPLEMENTAL CASH FLOW INFORMATION |
The supplemental cash paid and received by the Company as of June 30, 2025 is as below:
| For three months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash paid for interest | $ | $ | ||||||
| Cash received for interest | $ | $ | ||||||
| 17. | SEGMENT REPORTING |
Operating segments comprised of the components of an entity in which separate information is available for evaluation by the Company’s chief operating decision maker, or group of decision makers, in determining how to allocate resources in evaluating performance.
The Company consists of a single reporting segment providing Software as a Service, which includes proof of concept and software implementation services.
The Company’s chief operating decision maker (“CODM”) is its Chief Executive Officer. The accounting policies of the services segment are as described in the summary of significant accounting policies. The CODM evaluates the performance of the services segment based on the Company’s net income (loss) as reported in the Statements of Operations.
The CODM reviews performance based on gross profit, operating profit, and net earnings. Operating profit is reviewed to monitor the operating and administrative expenses of the Company. The Company does not have any operations or sources of revenue outside of the United States. Accordingly, the CODM considers the revenue, operating expenses, and other income (expenses) of our single operating segment as reported on the statement of operations and considers our current and total assets as recorded on the balance sheet. There are no additional expense or asset information that are supplemental to those disclosed in these consolidated financial statements that are regularly provided to the CODM.
| 18. | OTHER INCOME |
Other income consisted of the following:
| June 30, 2025 | June 30, 2024 | |||||||
| Accretion expense | $ | $ | ( | ) | ||||
| Grant Income | ||||||||
| Interest earned | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Legal claim expense | ( | ) | ||||||
| Provision for losses on related party transactions | ( | ) | ||||||
| R&D tax credits | ||||||||
| $ | $ | ( | ) | |||||
| 23 |
| 19. | PROVISION FOR LEGAL CLAIM |
On
July 13, 2022, David Thomson, a former independent contractor, filed a lawsuit against VTU, Cyberlab LLC, and two directors/officers
of the Company in Los Angeles Superior Court. The claim alleged violations of various sections of the California Corporations code, breach
of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. Plaintiff claimed as much as $
On September 1, 2022, the Company filed an answer denying any wrongdoing, and also made its own counterclaim against Mr. Thomson. The cross-claims against David Thomson included: (i) misappropriation of trade secrets; (ii) breach of contract; (iii) violation of the California Computer Data Access and Fraud Act
(“CDAFA”); and (iv) violation of the Economic Espionage Act, along with three additional cross-claims (alleging violation of the Computer Fraud and Abuse Act, conversion, violation of the Stored Communications Act, respectively) that were subsequently dismissed by the Court. The Company, for its part, sought to recover both compensatory and punitive damages from Mr. Thomson, as well as restitution of any ill-gotten gains and an award of reasonable attorneys’ fees.
The arbitration was conducted for a total of 13 days over a period from February 5 through April 3, 2024, via a single arbitrator at the American Arbitration Association. The CDAFA claim was dismissed by the Arbitrator, but the claims for trade secret misappropriation, breach of contract and unjust enrichment were allowed to move forward.
A
final arbitration award was issued on May 17, 2024. It imposed liability against: (i) Verses Technologies USA, Inc. (VTU), a subsidiary
of the Company, jointly and severally with Cyberlab, LLC (a company owned by the Company’s president, Dan Mapes), in the amount
of $
On January 24, 2025, Mr. Thompson filed a Petition to Confirm the Arbitration Award with the Los Angeles Superior Court. This is a necessary “first step” that must be undertaken before an arbitration award can be converted into an enforceable judgment. A hearing on the Petition was set for April 29, 2025. On May 8, 2025, the Petition was confirmed for the amounts listed below, including interest from the date of the Arbitration Award.
A reconciliation of the legal claim provision is provided in the table below:
| June 30, 2025 | March 31, 2025 | |||||||
| Beginning of the year | ||||||||
| Payments in the year | ( | ) | ||||||
| Interest | ||||||||
| Balance, end of the period | ||||||||
| 20. | SUBSEQUENT EVENTS |
On July 3, 2025, RSUs were converted into Class A Subordinate Voting Shares.
On
July 11, 2025, the Company announced that the Company has closed its public offering of units (the “Offering”). Pursuant
to the Offering, the Company raised gross proceeds of approximately CAD$
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 CAD$ (US$
The Offering was completed pursuant to an agency agreement dated July 9, 2025 between the Company, A.G.P. Canada Investments ULC and A.G.P./Alliance Global Partners. Each of A.G.P. Canada Investments ULC and A.G.P./Alliance Global Partners acted as co-lead agents, on behalf of a syndicate of agents including Imperial Capital, LLC and Haywood Securities Inc.
In
connection with the Offering,
On July 24, 2025, the Company granted option shares to consultant “B” at an exercise price of CAD$ ($ at balance sheet rate), vesting on the grant date.
On
July 28, 2025,
RSUs were converted into Class A Subordinate Voting Shares,
providing the Company with CAD$
On July 29, 2025, options shares granted to consultant “B” on July 24, 2025 were exercised.
On
August 11, 2025, David Thomson (“Complainant”) made a motion with the Court seeking from VTU, Cyberlab and two directors/officers
of the Company, an aggregate of $
On
August 13, 2025, options shares granted to consultant “B” on July 24, 2025 were exercised, providing the Company
with CAD$
| 24 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 as may be amended, supplemented or superseded from time to time by other reports we file with the SEC. Unless stated otherwise or the context otherwise requires, in this Quarterly Report on Form 10-Q, references to “CAD$” are to Canadian dollars and references to “$” are to United States dollars. On June 30, 2025, the noon buying rates in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York, referred to as the “Noon Buying Rate”, for the conversion of Canadian dollars into United States dollars was CAD$1.00 equals $0.7330.
Unless the context otherwise requires, references to “we”, “our”, “us”, the “Company” or “VERSES” mean Verses AI Inc. and its subsidiaries.
Overview
VERSES is a cognitive computing company specializing in next generation intelligence software systems. We are primarily focused on developing an intelligence-as-a-service smart software platform called Genius. Our business is based on the vision of the “Spatial Web” - an open, hyper-connected, context-aware, governance-based network of humans, machines and intelligent agents. Our ambition is to build tools that enable the Spatial Web and to become a leader in the transition from the information age to the intelligence age.
We launched a private beta program of Genius in early 2024 with a few select users with whom we had existing business relationships and launched a public beta program for a broader number of developers in the second half of 2024. This public beta program included enhanced functionalities and was intended to help us increase our potential customer base, while refining our product offerings in anticipation of the 1.0 launch of Genius
On April 30, 2025, we announced the launch of our flagship product, called Genius, which is designed to enable agentic intelligence for enterprises. The initial target audience for Genius is machine learning and data science professionals trying to solve enterprise problems that require prediction where there is uncertainty or hidden factors. Genius is designed to provide the tools necessary to build domain-specific models that are intended to improve decision-making (inference as a service) for third-party agents through our software development kits/application programming interfaces and model editor. We intend to market Genius to developers as a Software as a Service (“SaaS”) for making their applications smarter, safer and more sustainable. We anticipate offering multiple subscription tiers priced based on usage and pricing will be informed by various performance metrics gathered during the beta program.
Genius includes:
| ● | Intelligent, autonomous software agents | |
| ● | A visual model editor for building and testing AI models | |
| ● | APIs to integrate with existing enterprise systems | |
| ● | A full-featured developer portal for rapid deployment |
Recent Developments
On July 11, 2025, the Company closed of a public offering of 1,007,764 units at $6.946 (CAD$9.50) per unit for gross proceeds of approximately $7,000,331 (CAD$9,573,758), before deducting commissions and estimated expenses incurred in connection with the offering. Each unit consists of one Class A Subordinate Voting Share of the Company and one-half of one Class A Subordinate Voting Share purchase warrant. Each whole warrant is exercisable to acquire one Class A Subordinate Voting Share at a price of $8.41 (CAD$11.50) per share for a period of 36 months from the date of issuance.
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Selected Financial Information
| Three months ended June 30, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| REVENUE | $ | 300,000 | $ | - | $ | 300,000 | N/A | |||||||||
| COST OF REVENUE | (184,061 | ) | - | (184,061 | ) | N/A | ||||||||||
| NET REVENUE | 115,939 | - | 115,939 | N/A | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Cash expenses | ||||||||||||||||
| Accounting fees | (162,487 | ) | (149,881 | ) | (12,606 | ) | 8 | % | ||||||||
| Consulting fees | (717,086 | ) | (1,162,170 | ) | 445,084 | -38 | % | |||||||||
| Investor relations and marketing | (1,630,034 | ) | (1,465,529 | ) | (164,505 | ) | 11 | % | ||||||||
| Legal fees | (815,363 | ) | (437,914 | ) | (377,449 | ) | 86 | % | ||||||||
| Board fees | (58,786 | ) | (25,126 | ) | (33,660 | ) | 134 | % | ||||||||
| Office and general | (460,487 | ) | (432,266 | ) | (28,221 | ) | 7 | % | ||||||||
| Personnel expenses | (969,021 | ) | (853,708 | ) | (115,313 | ) | 14 | % | ||||||||
| Rent | (31,525 | ) | (35,338 | ) | 3,813 | -11 | % | |||||||||
| Research and development | (4,301,393 | ) | (4,095,152 | ) | (206,241 | ) | 5 | % | ||||||||
| Travel and meals | (148,665 | ) | (124,234 | ) | (24,431 | ) | 20 | % | ||||||||
| (9,294,847 | ) | (8,781,318 | ) | (513,529 | ) | 6 | % | |||||||||
| Non-cash expenses | ||||||||||||||||
| Depreciation | (23,391 | ) | (46,050 | ) | 22,659 | -49 | % | |||||||||
| Provision for contract settlement | - | (1,252,076 | ) | 1,252,076 | -100 | % | ||||||||||
| Share based payments | (670,641 | ) | (221,630 | ) | (449,011 | ) | 203 | % | ||||||||
| (694,032 | ) | (1,519,756 | ) | 825,724 | -54 | % | ||||||||||
| TOTAL EXPENSES | (9,988,879 | ) | (10,301,074 | ) | 312,195 | -3 | % | |||||||||
| OTHER ITEMS: | ||||||||||||||||
| Grant income | 64,189 | - | 64,189 | N/A | ||||||||||||
| Other income | 397,973 | 14,823 | 383,150 | 2585 | % | |||||||||||
| Accretion expense | - | (42,026 | ) | 42,026 | -100 | % | ||||||||||
| Interest expense | (4,976 | ) | (71,318 | ) | 66,342 | -93 | % | |||||||||
| Legal claim expense | (223,089 | ) | - | (223,089 | ) | N/A | ||||||||||
| Provision for losses on related party transactions | - | (161,110 | ) | 161,110 | -100 | % | ||||||||||
| NET LOSS | (9,638,843 | ) | (10,560,705 | ) | 921,862 | -9 | % | |||||||||
| Loss Per Class A Subordinate Voting Shares - Basic and Diluted | $ | (1.10 | ) | $ | (1.89 | ) | 0.79 | -42 | % | |||||||
| Class A Subordinate Voting Shares used in computing earnings per share - Basic and Diluted | 8,746,491 | 5,596,129 | 3,150,362 | 56 | % | |||||||||||
| 26 |
| June 30, 2025 | % of Revenue | June 30, 2024 | % of Revenue | $ Change | % Change | |||||||||||||||||||
| REVENUE | $ | 300,000 | $ | - | $ | 300,000 | N/A | |||||||||||||||||
| COST OF REVENUE | (184,061 | ) | 61 | % | - | 0 | % | (184,061 | ) | N/A | ||||||||||||||
| NET REVENUE | 115,939 | 39 | % | - | 0 | % | 115,939 | N/A | ||||||||||||||||
Revenue was $300,000 for the three months ended June 30, 2025, which consisted of revenue from our first Genius Platform customer. There was no revenue for the three months ended June 30, 2024.
Cost of revenue consists of personnel and contractors’ costs directly related to the delivery of services to the customers. Cost of Revenue was $184,061 during the three months ended June 30, 2025, which related to services provided to the customer referenced above, while we incurred no cost of revenue in the three months ended June 30, 2024.
Net revenue represents the revenue minus the cost of revenue. Net revenue was $115,939 during the three months ended June 30, 2025. There was no net revenue during the three months ended June 30, 2024.
Operating expenses are allocated between cash and non-cash expenses. We allocated expenses on this basis to help facilitate the calculation and understanding of the Company’s cash flow from operations and liquidity, which we believe are important financial and operating metrics.
Cash expenses consist of the items below. Cash expenses increased by $513,529, or 6%, to $9.29 million during the three months ended June 30, 2025, compared to $8.78 million during the three months ended June 30, 2024.
| June 30, 2025 | % of TCE | June 30, 2024 | % of TCE | $ Change |
% Change | |||||||||||||||||||
| Cash expenses | ||||||||||||||||||||||||
| Accounting fees | (162,487 | ) | 2 | % | (149,881 | ) | 2 | % | (12,606 | ) | 8 | % | ||||||||||||
| Consulting fees | (717,086 | ) | 8 | % | (1,162,170 | ) | 13 | % | 445,084 | -38 | % | |||||||||||||
| Investor relations and marketing | (1,630,034 | ) | 18 | % | (1,465,529 | ) | 17 | % | (164,505 | ) | 11 | % | ||||||||||||
| Legal fees | (815,363 | ) | 9 | % | (437,914 | ) | 5 | % | (377,449 | ) | 86 | % | ||||||||||||
| Board fees | (58,786 | ) | 1 | % | (25,126 | ) | 0 | % | (33,660 | ) | 134 | % | ||||||||||||
| Office and general | (460,487 | ) | 5 | % | (432,266 | ) | 5 | % | (28,221 | ) | 7 | % | ||||||||||||
| Personnel expenses | (969,021 | ) | 10 | % | (853,708 | ) | 10 | % | (115,313 | ) | 14 | % | ||||||||||||
| Rent | (31,525 | ) | 0 | % | (35,338 | ) | 0 | % | 3,813 | -11 | % | |||||||||||||
| Research and development | (4,301,393 | ) | 46 | % | (4,095,152 | ) | 47 | % | (206,241 | ) | 5 | % | ||||||||||||
| Travel and meals | (148,665 | ) | 2 | % | (124,234 | ) | 1 | % | (24,431 | ) | 20 | % | ||||||||||||
| Total Cash Expenses (TCE) | (9,294,847 | ) | 100 | % | (8,781,318 | ) | 100 | % | (513,529 | ) | 6 | % | ||||||||||||
Accounting Fees are related to accounting staff and external audit fees. Accounting fees increased by $12,606, or 8%, to $162,487 during the three months ended June 30, 2025, compared to $149,881 during the three months ended June 30, 2024. Accounting fees remained consistent for both periods at 2% of cash expenses. Our accounting staff consisted of two contractors for both periods.
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Consulting Fees are related to financial advisory and general consulting services. Consulting Fees decreased by $445,084, or 38%, to $717,086 for the three months ended June 30, 2025, compared to $1.16 million for the three months ended June 30, 2024. Consulting Fees were 8% of cash expenses for the three months ended June 30, 2025, compared to 13% for the three months ended June 30, 2024.
| ● | Financial advisory services were $543,726 for the three months ended June 30, 2025, compared to $943,586 for the three months ended June 30, 2024. The decrease of $399,860 is primarily attributed to fees paid to financial advisors in connection with the execution of the Company’s financing strategy and are primarily related to the funds raised by the Company: The Company raised $7.11 million in net proceeds during the three months ended June 30, 2025, compared to $18.19 million during the three months ended June 30, 2024. | |
| ● | General consulting services were $173,360 during the three months ended June 30, 2025, compared to $218,584 during the three months ended June 30, 2024. The decrease of $45,224 is primarily due to lower fees paid related to the adoption of the spatial web. |
Investor Relations and Marketing expenses were related to messaging, marketing, and advertising of the Company and its products to potential users, and to develop general Company and brand awareness as well as investor relations initiatives in media, roadshows, and on social media. Investor relations and marketing expenses increased by $164,505 or 11% to $1.63 million during the three months ended June 30, 2025, compared to $1.47 million during the three months ended June 30, 2024. Investor relations and marketing expenses were approximately 17-18% of cash expenses during both periods. These expenses are currently combined, as the initiatives to market the product and services of the Company and investment in the Company are intertwined and indistinguishable. As the Company begins to market its core products and services, marketing and investor relations expenses will be separated.
The increase in investor relations and marketing expenses was due to an increase in expenses related to marketing and investor relations activities being partially offset by decreased expenses related to business development activities. The breakdown of these expenses was as follows:
| ● | Marketing and investor awareness expenses increased by $337,958 or 43% to $1.13 million during the three months ended June 30, 2025, compared to $789,390 during the three months ended June 30, 2024. This increase was a result of more robust investor awareness programs and additional consultants engaged to perform marketing and investor awareness functions. | |
| ● | Business development expenses decreased by $173,453 or 26% to $502,685 during the three months ended June 30, 2025, compared to $676,139 during the three months ended June 30, 2024. This decrease was a result of fewer consultants engaged to perform business development functions. |
Legal Fees are related to fees paid to external counsel in the US and Canada. Legal fees increased by $377,449, or 86%, to $815,363 during the three months ended June 30, 2025, compared to $437,914 during the three months ended June 30, 2024. Legal fees represented 9% of total cash expenses during the three months ended June 30, 2025, compared to 5% during the three months ended June 30, 2024. The increase was primarily due to increased legal costs associated with the Company becoming a U.S. SEC reporting on April 1, 2025, which requires additional disclosure and reporting.
Board Fees are related to costs associated with Board members. Board Fees increased by $33,660, or 134%, to $58,786 during the three months ended June 30, 2025, compared to $25,126 during the three months ended June 30, 2024. The increase is related to increased fees paid to board members during the three months ended June 30, 2025, compared to the three months ended June 30, 2024.
Office and General Expenses are related to subscriptions, insurance, transaction fees, and general expenses of the Company. Office and general expenses increased by $28,221, or 7%, to $460,487 during the three months ended June 30, 2025, compared to $432,266 during the three months ended June 30, 2024. Office and General Expenses was approximately 5% of cash expenses for both periods. The increase was primarily due to higher fees incurred with a professional employment agency to contract employees outside of the US and Canada.
Personnel expenses are related to general and administrative payroll costs. Personnel expenses increased by $115,313, or 14%, to $969,021 during the three months ended June 30, 2025, compared to $853,708 during the three months ended June 30, 2024. Personnel expenses was 10% of cash expenses for both periods. The increase in personnel expenses is primarily due to the higher salaries paid to personnel during the three months ended June 30, 2025, compared to the salaries and fees paid to personnel during the three months ended June 30, 2024. The number of corporate full-time employees (“FTEs”) was an average of 13 FTEs for both periods.
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Rent is related to payments for office and other spaces utilized by the Company. Rent decreased by $3,813, totaling $31,525 during the three months ended June 30, 2025, compared to $35,338 during the three months ended June 30, 2024. Rent expense accounted for less than 1% of total cash expenses for both periods.
Research and Development (R&D) is related to payroll and contractor costs associated with the development of the Company’s product. R&D increased by $206,241, or 5%, to $4.30 million during the three months ended June 30, 2025, compared to $4.10 million during the three months ended June 30, 2024. R&D was approximately 46–47% of total cash expenses for both periods. The increase in R&D is primarily due to the higher salaries and fees paid to personnel during the three months ended June 30, 2025, compared to the salaries and fees paid to personnel during the three months ended June 30, 2024. The Company reported an average of 68 FTEs and contractors during the three months ended June 30, 2025, compared to an average of 77 FTEs and contractors during the three months ended June 30, 2024.
Travel and Meals are related to expenses related to meals, airfare, transportation, and other related expenses. Travel and Meals increased by $24,431, or 20%, to $148,665 for the three months ending June 30, 2025, compared to $124,234 for the three months ended June 30, 2024. Travel and Meals remained consistent at approximately 1-2% of cash expenses for both periods.
Non-cash expenses consisted of the items below. Non-Cash Expenses decreased by $825,724, or 54%, to $694,032 during the three months ended June 30, 2025, compared to $1.52 million during the three months ended June 30, 2024.
| June 30, 2025 | % of TNCE | June 30, 2024 | % of TNCE | $ Change |
% Change | |||||||||||||||||||
| Non-cash expenses | ||||||||||||||||||||||||
| Depreciation | (23,391 | ) | 3 | % | (46,050 | ) | 3 | % | 22,659 | -49 | % | |||||||||||||
| Provision for contract settlement | - | 0 | % | (1,252,076 | ) | 82 | % | 1,252,076 | -100 | % | ||||||||||||||
| Share based payments | (670,641 | ) | 97 | % | (221,630 | ) | 15 | % | (449,011 | ) | 203 | % | ||||||||||||
| Total Non Cash Expenses (TNCE) | (694,032 | ) | 100 | % | (1,519,756 | ) | 100 | % | 825,724 | -54 | % | |||||||||||||
Depreciation is related to the decrease in the useful life of computer and other equipment. Depreciation decreased by $22,659, or 49%, to $23,391 during the three months ended June 30, 2025, compared to $46,050 during the three months ended June 30, 2024. The reduction is attributable to certain assets reaching the end of their three-year useful life.
Provision for contract settlement is related to the unbilled balance of the SaaS project terminated in August 2024. Provision for contract settlement was $1.25 million during the three months ended June 30, 2024. There was no comparable expense during the three months ended June 30, 2025.
Share based payments are related to the Black-Scholes valuation and vesting of stock options and Restricted Share Units (RSUs) granted to the Company’s employees, contractors, and consultants. Share-based payments increased by $449,011, or 203%, to $670,641 during the three months ended June 30, 2025, compared to $221,630 during the three months ended June 30, 2024. This increase is primarily due to a higher amount of equity grants issued during the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase during the three months ended June 30, 2025 was partially offset by a decline in the fair value of RSUs, which are tied to the Class A Subordinate Voting Share price as of the balance sheet date.
For a detailed breakdown of the changes, please refer to the table below.
| Share based payments | Stock Options | RSUs | Total | |||||||||
| Previous years graded vesting | 262,749 | - | 262,749 | |||||||||
| Previous years RSUs revaluation | - | (152,310 | ) | (152,310 | ) | |||||||
| New grants Q1 2025 | 74,296 | 36,895 | 111,191 | |||||||||
| Balance, June 30, 2024 | $ | 337,045 | $ | (115,415 | ) | $ | 221,630 | |||||
| Previous years graded vesting | 422,004 | - | 422,004 | |||||||||
| Previous years RSUs revaluation | - | (230,793 | ) | (230,793 | ) | |||||||
| New grants Q1 2026 | 258,056 | 344,431 | 602,487 | |||||||||
| Cancelled options / RSUs | (123,057 | ) | - | (123,057 | ) | |||||||
| Balance, June 30, 2025 | $ | 557,003 | $ | 113,638 | $ | 670,641 | ||||||
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Total Operating expenses decreased by $312,195, or 3%, to $9.99 million during the three months ended June 30, 2025, compared to $10.30 million during the three months ended June 30, 2024. The decrease during the three months ended June 30, 2025 was primarily due to $1.25 million in non-cash expenses associated with the provision for contract settlement during the three months ended June 30, 2024 that was not present during the three months ended June 30, 2025, as well as a decrease in expenses associated with consulting fees, which decreased by $445,084. These decreases in operating expenses during the three months ended June 30, 2025 were partially offset by increases in share based payments ($449,011), legal fees ($377,449), and R&D ($206,241) during the three months ended June 30, 2025.
Other Items consisted of the items below. Other Items resulted in a gain of $234,097 during the three months ended June 30, 2025, compared to a loss of $259,631 during the three months ended June 30, 2024.
| June 30, 2025 | % TOI | June 30, 2024 | % TOI | $ Change |
% Change | |||||||||||||||||||
| OTHER ITEMS: | ||||||||||||||||||||||||
| Grant income | 64,189 | 27 | % | - | 0 | % | 64,189 | N/A | ||||||||||||||||
| Other income | 397,973 | 170 | % | 14,823 | -6 | % | 383,150 | 2585 | % | |||||||||||||||
| Accretion expense | - | 0 | % | (42,026 | ) | 16 | % | 42,026 | -100 | % | ||||||||||||||
| Interest expense | (4,976 | ) | -2 | % | (71,318 | ) | 27 | % | 66,342 | -93 | % | |||||||||||||
| Legal claim expense | (223,089 | ) | -95 | % | - | 0 | % | (223,089 | ) | N/A | ||||||||||||||
| Provision for losses on related party transactions | - | 0 | % | (161,110 | ) | 62 | % | 161,110 | -100 | % | ||||||||||||||
| Total Other Items (TOI) | 234,097 | 100 | % | (259,631 | ) | 100 | % | 493,728 | -190 | % | ||||||||||||||
Grant Income is related to the reimbursement of expenses for amounts spent on project activities related to the grant agreement with Horizon Europe, which is delegated by the European Commission. Grant income was $64,189 during the three months ended June 30, 2025, compared to nil for the three months ended June 30, 2024. This project is expected to end in August 2026.
Other Income is related to R&D tax credits and interest received from interest-bearing bank accounts. Other income increased $383,150 to $397,973 during the three months ended June 30, 2025, compared to $14,823 during the three months ended June 30, 2024. This increase is primarily due to $350,529 of R&D tax credits received during the three months ended June 30, 2025.
Accretion Expense is related to the increase in the carrying value of the discounted value of the convertible debenture converted in 2025. There was no accretion expense during the three months ended June 30, 2025, compared to an expense of $42,026 during the three months ended June 30, 2024.
Interest Expense is related to interest incurred in the conversion of the convertible debenture converted in 2025, interest incurred in the loan payable, and the interest related to the financing of the directors and officers insurance. Interest expense decreased $66,342, or 93%, to $4,976 during the three months ended June 30, 2025, compared to an expense of $71,318 during the three months ended June 30, 2024. This decrease is primarily due to the conversion of the convertible debenture during the three months ended June 30, 2024.
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Legal Claim Expense was $223,089 during the three months ended June 30, 2025, compared to nil for the three months ended June 30, 2024. This amount is interest accrued in connection with the David Thomson arbitration award, which was confirmed by the Los Angeles Superior Court in the three months ended June 30, 2025.
Provision for Loss on Related Party Transactions was $161,110 during the three months ended June 30, 2024. There was no provision during the three months ended June 30, 2025.
The provision for loss on related party transactions includes amounts due from Cyberlab LLC (“Cyberlab”) and the Spatial Web Foundation (“SWF”), entities controlled or associated with the Company’s founders, Dan Mapes and Gabriel Rene. The related expenses arose primarily from payments made by the Company on behalf of these related parties to third-party vendors. Although these amounts are expected to be settled through future service agreements, management performed a credit assessment in accordance with the current expected credit loss (“CECL”) model under ASC 326. Based on this assessment, management determined that there is significant uncertainty regarding the timing and collectability of these receivables. As of June 30, 2025, management concluded that full repayment is not probable within a reasonable timeframe.
Net Loss decreased $921,862, or 9%, to $9.64 million during the three months ended June 30, 2025, compared to a net loss of $10.56 million during the three months ended June 30, 2024.
Liquidity and Capital Resources
The Company has historically raised capital to fund operations, primarily through debt and equity investors. The Company will continue to rely on such financings to generate sufficient amounts of cash and cash equivalents to cover its operating costs, satisfy short and long term capital requirements, and meet growth objectives. The ability of the Company to arrange additional financing in the future will depend, in part, on prevailing capital market conditions. Any quoted market for the Company’s shares may be subject to market trends generally, notwithstanding any potential success of the Company in creating new revenues, cash flows or earnings.
The Company’s ability to continue its operations and to realize its assets at their carrying values is dependent upon obtaining additional financing and generating revenues sufficient to cover its operating costs. The ability of the Company to raise sufficient capital to fund operations are conditional primarily through the continuation of its agreements and investor support. The material uncertainty associated with these events and conditions may cast substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not give effect to any adjustments, which would be necessary should the Company be unable to continue as a going concern. In such circumstances, the Company would be required to realize its assets and discharge its liabilities outside of the normal course of business, and the amounts realized could differ materially from those reflected in the accompanying condensed consolidated interim financial statements.
The Company’s consolidated financial statements have been prepared as a going concern, which assumes that the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has incurred losses since inception and has not yet achieved profitable operations. The Company has been relying on debt and equity financing to fund its operations in the past. While the Company has been successful in securing financing to date, there can be no assurances that it will be able to do so in the future. As noted in the report of our independent public accountants for our financial statements for the year ended March 31, 2025, the aforementioned factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that such audited annual financial statements were issued.
Historically, the Company has used net proceeds from issuances of debt and equity to provide sufficient funds to meet its near-term operating expenses and other contractual obligations when due. Management plans to fund operations of the Company with its current working capital and through additional equity and/or debt financings.
In view of these matters, continuing as a going concern is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to, meets its financial requirements, raise additional capital, and the success of its future operations.
The Company’s long-term capital requirements may vary materially from those currently planned and will depend on many factors, including net sales, the timing and extent of spending on research and development efforts and other initiatives, sales and marketing activities, the timing of new products, and overall economic conditions. Any quoted market for the Subordinate Voting Shares may be subject to market trends generally, notwithstanding any potential success of the Company in creating new revenues, cash flows or earnings. The sale of additional equity would result in additional dilution to the Company’s shareholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that may restrict our operations. There can be no assurances that we will be able to raise additional capital on terms that are attractive to us or at all. The inability to raise capital would adversely affect our ability to achieve our business objectives.
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| June 30, 2025 | March 31, 2025 | |||||||
| Cash | 3,255,995 | 4,816,906 | ||||||
| Current assets, including cash | 4,794,065 | 6,183,082 | ||||||
| Total Assets | $ | 4,981,195 | $ | 6,376,575 | ||||
| Current liabilities | 15,505,628 | 15,106,292 | ||||||
| Other liabilities | 140,347 | 139,039 | ||||||
| Shareholder’s deficiency | (10,664,780 | ) | (8,868,756 | ) | ||||
| Total liabilities and shareholder’s deficiency | $ | 4,981,195 | $ | 6,376,575 | ||||
Cash decreased to $3.26 million as of June 30, 2025, compared to $4.82 million as of March 31, 2025. Working capital is current assets minus current liabilities, including the current portion of long-term debt. The Company had a working capital deficit of $10.71 million as of June 30, 2025, compared to a working capital deficit of $8.92 million as of the year ended March 31, 2025.
| For the three months ended | June 30, 2025 | June 30, 2024 | Change | |||||||||
| Cash provided by (used) in operating activities | $ | (8,895,461 | ) | $ | (7,078,379 | ) | $ | (1,817,082 | ) | |||
| Cash provided by (used) in investing activities | (16,244 | ) | (185,443 | ) | 169,199 | |||||||
| Cash provided by (used) in financing activities | 7,180,473 | 16,191,542 | (9,011,069 | ) | ||||||||
| Foreign exchange effect on cash | 170,321 | (21,621 | ) | 191,942 | ||||||||
| Net change in cash during the period | $ | (1,560,911 | ) | $ | 8,906,099 | $ | (10,467,010 | ) | ||||
Cash used in operating activities is comprised of net loss, add-back of non-cash expenses, and net change in non-cash working capital items. Cash used in operating activities increased by $1.82 million to $8.89 million during the three months ended June 30, 2025, compared to $7.08 million during the three months ended June 30, 2024. The increase is mostly attributed to a higher variation of cash used to settle accounts payable ($1.56 million) and the cash allocated to accounts receivable ($0.30 million).
Cash used in investing activities primarily reflects payments related to Spatial Web Foundation (“SWF”) and Cyberlab LLC (“Cyberlab”), entities controlled or associated with the Company’s founders, Dan Mapes and Gabriel Rene, as well as purchases of computer equipment. During the three months ended June 30, 2025, the Company did not report payments related to SWF and Cyberlab, compared to payments of $161,110 during the three months ended June 30, 2024. Capital expenditures associated with computers and other equipment decreased by $8,089 to $16,244 during the three months ended June 30, 2025, compared to $24,333 during the three months ended June 30, 2024.
Cash provided by financing activities relates to the instruments used by the Company to fund its working capital needs. Cash provided by financing activities was $7.18 million during the three months ended June 30, 2025 compared to $16.19 million during the three months ended June 30, 2024.
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During the three months ended June 30, 2025 the Company:
| ● | received $7.11 million net proceeds from the issuance of units and | |
| ● | used $49,900 as expenses related to Horizon Europe, which is delegated under the European Commission. |
During the three months ended June 30, 2024 the Company:
| ● | received $10.00 million for the issuance of convertible debentures, | |
| ● | received $7.02 million net proceeds from the issuance of special warrants, | |
| ● | received $1.17 million from the issuance of equity instruments, and | |
| ● | used $2.00 million on the repayment of promissory notes. |
Critical Accounting Estimates
Equipment
The Company reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected remaining useful life of the assets. Uncertainties in these estimates relate to technical obsolescence that may change the utilization of equipment.
Recoverability of accounts receivable, contracts assets, and unbilled revenues, and allowance for credit loss
The Company provides an allowance for expected credit losses based on an assessment of the recoverability of accounts receivable. Allowances are applied to accounts receivable at initial recognition based on the probability of default. Management analyzes its debts, customer concentrations, customer creditworthiness, current economic trends, and changes in customer payment terms when making a judgment to evaluate the adequacy of the allowance for expected credit losses. Where the expectation is different from the original estimate, such difference will impact the carrying value of accounts receivable.
Functional currency
The determination of the functional currency of each entity within the Company requires management judgment in determining the currency that mainly influences the sale price of services and costs of providing services.
Revenue recognition
When the Company enters into an agreement for software development which is longer in nature (longer than 1 year), the Company records a contract asset which is representative of receivables from the agreements not yet billed to the customer. Significant judgment is made to determine the performance obligations and whether each performance obligation is satisfied at a point in time or over the term of the contracts.
Going concern
The assessment of the Company’s ability to continue as a going concern. The determination that the Company will be able to continue as a going concern is subject to critical judgments of management with respect to assumptions surrounding the short and long-term operating budget and financing activities. Should these judgments prove to be inaccurate, management’s continued use of the going concern assumption may be inappropriate.
JOBS Act
On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have chosen to take advantage of the extended transition periods available to emerging growth companies under the JOBS Act for complying with new or revised accounting standards until those standards would otherwise apply to private companies provided under the JOBS Act. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates for complying with new or revised accounting standards.
Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we intend to rely on certain of these exemptions, including, without limitation, (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, as amended, and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. Based on such evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
Identified Material Weakness
In connection with the audit of our financial statements as of March 31, 2025, we identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
The material weaknesses that we have identified relate to:
1. Insufficient written policies and procedures to ensure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.
2. Due to the Company’s size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.
3. Although the Company does have a written procedure for the approval, identification and reporting of related-party transactions may be limited.
Remediation Plan
We are taking actions to remediate the material weakness described above by reviewing and updating our internal policies and human resources allocations.
Changes in Internal Control Over Financial Reporting
Other than as described above, there have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Other than as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results.
On July 13, 2022, David Thomson, a former independent contractor, filed a claim against one of the Company’s U.S. subsidiaries, Verses Technologies USA Inc. (“VTU”), Cyberlab LLC (“Cyberlab”), and two directors/officers of the Company in Los Angeles Superior Court (the “Court”). The claim alleged violations of various sections of the California Corporations Code, breach of contract, breach of the implied covenant of good faith and fair dealing, and unjust enrichment. Plaintiff claimed as much as $5,000,000 in damages, subject to proof. On September 1, 2022, VTU filed an answer denying any wrongdoing, and also made its own counterclaim against Mr. Thomson. The cross-claims against David Thomson included: (i) misappropriation of trade secrets; (ii) breach of contract; (iii) violation of the California Computer Data Access and Fraud Act (“CDAFA”); and (iv) violation of the Economic Espionage Act along with three additional cross-claims (alleging violation of the Computer Fraud and Abuse Act, conversion, violation of the Stored Communications Act, respectively) that were subsequently dismissed by the Court. VTU, for its part, sought to recover both compensatory and punitive damages from Mr. Thomson, as well as restitution of any ill-gotten gains and an award of reasonable attorneys’ fees. The arbitration was conducted for a total of 13 days over a period from February 5 through April 3, 2024, via a single arbitrator at the American Arbitration Association. The CDAFA claim was dismissed by the Arbitrator, but the claims for trade secret misappropriation, breach of contract and unjust enrichment were allowed to move forward. A final arbitration award was issued on May 17, 2024. The final award imposed liability against: (i) VTU, jointly and severally with Cyberlab, LLC, a company owned by the Company’s former president and current President Emeritus, Director of Global Development and a director of the Company, Dan Mapes, in the amount of $6,307,258, inclusive of interest; and (ii) Cyberlab, LLC, VTU and its principals, Gabriel René and Dan Mapes, jointly and severally, for damages in the amount of $1,900,000, interest of $709,973 costs of $64,303 and the fees of plaintiff’s counsel totaling $920,231. To resolve their part of joint and several liability, Mr. René and Mr. Mapes are working toward satisfying the portion of the award that applies to them as individuals, including $1,666,000 proceeds from insurance. The remaining liability belongs to VTU. Initial good faith payments of $1,791,000 have been made to the claimant. On January 24, 2025, Mr. Thomson filed a Petition to Confirm the Arbitration Award with the Court. A hearing on the Petition was held and on May 8, 2025, the Petition was confirmed for approximately $9,900,000 million together with interest accrued thereon. We recorded the total amount of this award as an expense incurred during our fiscal year ended March 31, 2024, while in the following fiscal year we recorded as income the $1,666,000 insurance payment received by Mr. Mapes and Mr. Rene, which was partially offset by an aggregate of $817,787 of interest that accrued on the total award during the most recently completed fiscal year ended.
On August 10, 2024, the Company learned that a complaint (the “Complaint”) had been filed in the Los Angeles Superior Court on June 21, 2024 by a former employee (the “Complainant”) against one of the Company’s US subsidiaries (VERSES, Inc. or “VINC”) and one of its employees in their individual capacity. The Complainant worked for VINC but had been terminated several weeks prior by VINC for poor work performance. The Complaint alleges, inter alia, gender harassment; gender discrimination; race discrimination; race harassment; retaliation; and wrongful termination, while seeking to recover as much as US$3,500,000 in general and special compensatory damages, subject to proof. The Company (and VINC) for its part, disputes the allegations, and considers the Complainant’s termination to have been completely proper and justified under applicable law. VINC was properly served with a copy of the Complaint (and associated summons) and it filed an Answer to the allegations raised therein on September 24, 2024. The employment contract with the Complainant contained an arbitration clause, and VINC’s counsel timely moved to compel arbitration (the “VINC Motion”) and a hearing was held on April 1, 2025. The tentative ruling from the Los Angeles Superior Court denied the VINC Motion, finding that the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (“EFAA”) was applicable to the Complainant’s “gender harassment” claim and that the Complainant had the option to bring her claims to the Los Angeles Superior Court instead of arbitration. The Los Angeles Superior Court allowed for limited oral advocacy during which VINC’s counsel argued that the arbitration clause should be enforced. The Court took the matter under submission but, after due deliberation, reaffirmed its original conclusions. The Complainant served VINC with discovery requests, and responses were sent on May 8, 2025. The Los Angeles Superior Court assigned a trial date of July 10, 2026, and also asked the parties to engage in informal mediation via a court sponsored alternative dispute resolution program. A post-mediation status conference is scheduled for Sept. 15, 2025 where the parties have been instructed to summarize the outcome of the mediation process.
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On August 11, 2025, David Thomson made a motion with the Court seeking from VTU, Cyberlab and two directors/officers of the Company, an aggregate of $495,543 for attorney’s fees and related costs incurred by Mr. Thomson after the May 17, 2024 final arbitration award. This motion is based on the Court’s judgment on May 28, 2025, which gave the Court discretion to award to the Complainant attorney’s fees and expenses incurred by the Complainant after May 17, 2024. A hearing date has been set for April 21, 2026. We are currently evaluating this motion and intend to respond to it in due course.
Other than the above, we are not currently involved in any material legal proceedings. We may be involved from time to time in various claims and legal actions arising in the ordinary course of business, including proceedings involving employee claims, contract disputes, and other general liability claims, as well as trademark, copyright, and related claims and legal actions. In the opinion of our management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.
ITEM 1A. RISK FACTORS
Risk factors that affect our business and financial results are discussed in Part I, Item 1A “Risk Factors,” in our Annual Report on Form 10-K for the year ended March 31, 2025 as filed with the SEC on July 14, 2025 (“Annual Report”). There have been no material changes in our risk factors from those previously disclosed in our Annual Report. You should carefully consider the risks in our Annual Report which could materially affect our business, financial condition or future results. The risks in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results. If any of the risks actually occur, our business, financial condition, and/or results of operations could be negatively affected.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During
the fiscal quarter ended June 30, 2025, none of the Company’s directors or executive officers
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ITEM 6. EXHIBITS
| * | Filed herewith. |
| ** | Furnished herewith. |
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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, thereunto duly authorized.
| VERSES AI INC. | ||
| Date: August 14, 2025 | By: | /s/ Gabriel René |
| Gabriel René | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 14, 2025 | By: | /s/ James Christodoulou |
| James Christodoulou | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
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