VERSES® Announces Pricing of Public Offering of Units
Vancouver, BC, 24 April, 2025 -- VERSES AI Inc. (CBOE: VERS) (OTCQB: VRSSD) (“VERSES” or the “Company”) is pleased to announce the pricing of its previously announced public offering (the “Offering”), of 2,750,000 units of the Company (the “Units”) at a price to the public of US$2.88 (C$4.00) per Unit (the “Offering Price”) for gross proceeds of US$7,920,000 (C$11,000,000), before deducting discounts, commissions and expenses incurred in connection with the Offering. Each Unit consists of one Class A subordinate voting share of the Company (a “Share”) and one half of one Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will be exercisable into one Share, at a price of US$3.60 (C$5.00) per Share for a period of 36 months from the date of issuance.
The Units are offered in Canada under the base shelf prospectus of the Company receipted on September 26, 2024 (the “Base Shelf Prospectus”), as supplemented by a prospectus supplement (the “Supplement”) to be prepared and filed in each of the provinces and territories of Canada other than Québec. The Offering is being conducted in the United States pursuant to a U.S. registration statement on Form F-10, declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 1, 2024 (File No. 333-282301) (the “Registration Statement”), which includes the Base Shelf Prospectus.
The closing of the Offering remains subject to market and other customary conditions, including but not limited to, the receipt of all necessary approvals, including the approval of Cboe Canada Inc. (“CBOE”).
A.G.P. Canada Investments ULC is acting as lead agent for the Offering. Clear Street LLC is acting as lead U.S. agent in the Offering, A.G.P./Alliance Global Partners is acting as U.S. agent in the Offering.
The net proceeds of the Offering will strengthen the Company's financial position and provide liquidity to finance ongoing operations, including, in particular, the Company’s expenses incurred, and expected to be incurred, in connection with the Company’s research and development objectives, and for working capital and general corporate purposes.
The Base Shelf Prospectus is, and the Supplement and any amendments to these documents will be, accessible in Canada on SEDAR+ at www.sedarplus.ca. The Registration Statement, including the Base Shelf Prospectus, is available in the United States on EDGAR at www.sec.gov.
An electronic or paper copy of the Base Shelf Prospectus, the Supplement (when filed), and any amendment to the documents may be obtained, without charge, from A.G.P. Canada, 5063 North Service road, Suite 100, Office 74, Burlington, Ontario L7L 5H6, by email to Info@alliancegcanada.ca attention: Investment Banking, and the Base Shelf Prospectus (and any amendment or supplement thereto) may be obtained from A.G.P. US at 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com and from Clear Street at Clear Street LLC, Attn: Syndicate Department, at 150 Greenwich Street, 45th floor, New York, NY 10007, by email at ecm@clearstreet.io, and by providing the contact with an email address or address, as applicable. Prospective investors should read the Supplement (when filed) and the Base Shelf Prospectus and the other documents the Company has filed on SEDAR+ and the Base Shelf Prospectus and the Registration Statement the Company has filed on EDGAR before making an investment decision.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
References to “US$” are to United States dollars and references to or “C$” are to Canadian dollars. On April 23, 2025, the noon buying rate as reported by the Bank of Canada for the conversion of one Canadian dollar into United States dollars was C$1.00 equals US$0.7209.
About VERSES
VERSES is a cognitive computing company building next-generation intelligent software systems modeled after the wisdom and genius of nature.
On Behalf of the Company
Gabriel René VERSES AI Inc.
Co-Founder&CEO
Investor Relations and Media Inquiries
James Christodoulou
Chief Financial Officer
VERSES AI Inc.
IR@Verses.ai
(212) 970-8889
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain statements and information that may constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends”, “expects” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or will “potentially” or “likely” occur. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, the Company's ability to complete the Offering on the terms announced or at all, the use of the net proceeds of the Offering, and the receipt of all necessary approvals, including the approval of CBOE.
Such forward-looking statements are based on a number of assumptions of management, including, without limitation, assumptions regarding the ability of the Company to obtain all necessary approvals for the Offering and the timing thereof. Additionally, forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of VERSES to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: that the Offering will not be completed on the timetable anticipated or at all, that the use of proceeds from the Offering will differ from management’s current expectations, that the Company will not obtain all necessary approvals, including the approval of CBOE, and that the volatility of global capital markets will impact the Offering and the development of the Company’s business, as well as the risk factors set out under the heading “Risk Factors” in the Company’s annual information form dated July 2, 2024 available for review on the Company’s profile at www.sedarplus.ca and filed as an Exhibit to the Registration Statement.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.
The Units are offered in Canada under the base shelf prospectus of the Company receipted on September 26, 2024 (the “Base Shelf Prospectus”), as supplemented by a prospectus supplement (the “Supplement”) to be prepared and filed in each of the provinces and territories of Canada other than Québec. The Offering is being conducted in the United States pursuant to a U.S. registration statement on Form F-10, declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on October 1, 2024 (File No. 333-282301) (the “Registration Statement”), which includes the Base Shelf Prospectus.
The closing of the Offering remains subject to market and other customary conditions, including but not limited to, the receipt of all necessary approvals, including the approval of Cboe Canada Inc. (“CBOE”).
A.G.P. Canada Investments ULC is acting as lead agent for the Offering. Clear Street LLC is acting as lead U.S. agent in the Offering, A.G.P./Alliance Global Partners is acting as U.S. agent in the Offering.
The net proceeds of the Offering will strengthen the Company's financial position and provide liquidity to finance ongoing operations, including, in particular, the Company’s expenses incurred, and expected to be incurred, in connection with the Company’s research and development objectives, and for working capital and general corporate purposes.
The Base Shelf Prospectus is, and the Supplement and any amendments to these documents will be, accessible in Canada on SEDAR+ at www.sedarplus.ca. The Registration Statement, including the Base Shelf Prospectus, is available in the United States on EDGAR at www.sec.gov.
An electronic or paper copy of the Base Shelf Prospectus, the Supplement (when filed), and any amendment to the documents may be obtained, without charge, from A.G.P. Canada, 5063 North Service road, Suite 100, Office 74, Burlington, Ontario L7L 5H6, by email to Info@alliancegcanada.ca attention: Investment Banking, and the Base Shelf Prospectus (and any amendment or supplement thereto) may be obtained from A.G.P. US at 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com and from Clear Street at Clear Street LLC, Attn: Syndicate Department, at 150 Greenwich Street, 45th floor, New York, NY 10007, by email at ecm@clearstreet.io, and by providing the contact with an email address or address, as applicable. Prospective investors should read the Supplement (when filed) and the Base Shelf Prospectus and the other documents the Company has filed on SEDAR+ and the Base Shelf Prospectus and the Registration Statement the Company has filed on EDGAR before making an investment decision.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
References to “US$” are to United States dollars and references to or “C$” are to Canadian dollars. On April 23, 2025, the noon buying rate as reported by the Bank of Canada for the conversion of one Canadian dollar into United States dollars was C$1.00 equals US$0.7209.
About VERSES
VERSES is a cognitive computing company building next-generation intelligent software systems modeled after the wisdom and genius of nature.
On Behalf of the Company
Gabriel René VERSES AI Inc.
Co-Founder&CEO
Investor Relations and Media Inquiries
James Christodoulou
Chief Financial Officer
VERSES AI Inc.
IR@Verses.ai
(212) 970-8889
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain statements and information that may constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends”, “expects” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or will “potentially” or “likely” occur. This information and these statements, referred to herein as “forward‐looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, the Company's ability to complete the Offering on the terms announced or at all, the use of the net proceeds of the Offering, and the receipt of all necessary approvals, including the approval of CBOE.
Such forward-looking statements are based on a number of assumptions of management, including, without limitation, assumptions regarding the ability of the Company to obtain all necessary approvals for the Offering and the timing thereof. Additionally, forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of VERSES to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: that the Offering will not be completed on the timetable anticipated or at all, that the use of proceeds from the Offering will differ from management’s current expectations, that the Company will not obtain all necessary approvals, including the approval of CBOE, and that the volatility of global capital markets will impact the Offering and the development of the Company’s business, as well as the risk factors set out under the heading “Risk Factors” in the Company’s annual information form dated July 2, 2024 available for review on the Company’s profile at www.sedarplus.ca and filed as an Exhibit to the Registration Statement.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.