6-K
Vision Marine Technologies Inc. (VMAR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File No. 001-39730
VISION MARINETECHNOLOGIES INC.
(Translation of registrant’s name into English)
730 Boulevard du Curé-Boivin
Boisbriand, Québec, J7G 2A7, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ¨
In June 2025, we acquired Nautical Ventures Group Inc. with eight locations in Florida for the sale of boats, parts and accessories and the provision of related services (the “Acquisition”). We attach as Exhibit 99.1 hereto the unaudited pro forma combined statement of comprehensive loss for the year ended August 31, 2025 presented as if the Acquisition occurred on September 1, 2024.
The information contained in this Report on Form 6-K is hereby incorporated by reference into our Registration Statement on Form F-3 (File No. 333-267893), Registration Statement on Form F-3 (File No. 333-274882) and Registration Statement on Form S-8 (File No. 333-264089).
| Exhibit No. | Exhibit |
|---|---|
| 99.1 | Unaudited pro forma combined statement of comprehensive loss for the year ended August 31, 2025 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VISION MARINE TECHNOLOGIES INC. | ||
|---|---|---|
| Date: December 3, 2025 | By: | /s/ Raffi Sossoyan |
| Name: | Raffi Sossoyan | |
| Title: | Chief Financial Officer |
Exhibit 99.1
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma combined financial data are presented to illustrate the effect of the following equity purchase agreement (the “Acquisition”): On June 20, 2025, NVG Holdings Inc., a wholly-owned subsidiary of Vision Marine Technologies Inc. (the “Company”) entered into an equity purchase agreement (the “Purchase Agreement”) to acquire 100% of the common stock of Nautical Ventures Group Inc. ("NVG") . The Company, NVG Holdings Inc. and NVG may be referred to herein collectively as the “Parties” and separately as a “Party.” The Acquisition closed on June 20, 2025.
The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable under the circumstances; however, the actual results could differ. The pro forma adjustments are directly attributable to the Acquisition and are expected to have a continuing impact on the results of operations of the Company. Management believes that all adjustments necessary to present fairly the unaudited pro forma combined statement of comprehensive loss have been made. The unaudited pro forma combined statement of comprehensive loss is presented for informational purposes only and is not necessarily indicative of the results of operations that would have resulted had the Acquisition been consummated on the dates indicated and should not be construed as being representative of the Company’s future results of operations.
The unaudited pro forma combined financial statements included herein constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See the sections titled “Cautionary Note Regarding Forward-Looking Information” in the Company’s Current Report on Form 6-K which these unaudited pro forma combined financial statements are a part of and the Company’s Annual Report on Form 20-F for the year ended August 31, 2025, as filed with the Commission.
Vision Marine Technologies Inc.
Unaudited Pro Forma Combined Statement of Comprehensive Loss
For the year ended August 31, 2025
In U.S. Dollars
| Vision Marine | Nautical | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Technologies | Ventures | Combined | |||||||
| Inc. | Group Inc. | Pro Forma | |||||||
| Note 2a | Note 2b | Note 1 | |||||||
| Revenues | 13,832,556 | 62,698,715 | 76,531,271 | ||||||
| Cost of revenues | 9,066,062 | 73,643,367 | 82,709,429 | ||||||
| Gross profit (loss) | 4,766,494 | (10,944,652 | ) | (6,178,158 | ) | ||||
| Expenses | |||||||||
| General and administrative expenses | 14,366,307 | 14,629,477 | 28,995,784 | ||||||
| Depreciation and amortization | 713,534 | 2,212,993 | 2,926,527 | ||||||
| Goodwill impairment loss | 15,082,026 | - | 15,082,026 | ||||||
| Net finance expense (income) | (4,130,500 | ) | 4,317,022 | 186,522 | |||||
| Other income (expense) | 379,238 | (572,280 | ) | (193,042 | ) | ||||
| 26,410,605 | 20,587,212 | 46,997,817 | |||||||
| Income (loss) income before taxes | (21,644,111 | ) | (31,531,864 | ) | (53,175,975 | ) | |||
| Income taxes | 7,882 | - | 7,882 | ||||||
| Net loss for the period | (21,651,993 | ) | (31,531,864 | ) | (53,183,857 | ) | |||
| Items of comprehensive income that will be subsequently reclassified to earnings: | |||||||||
| Foreign currency translation differences for foreign operations, net of tax | 384,736 | - | 384,736 | ||||||
| Other comprehensive income (loss), net of tax | 384,736 | - | 384,736 | ||||||
| Total comprehensive loss for the period, net of tax | (21,267,257 | ) | (31,531,864 | ) | (52,799,121 | ) | |||
| Weighted average Voting Common Shares outstanding | 882,565 | 882,565 | |||||||
| Basic and diluted loss per share | (24.53 | ) | (60.26 | ) |
Vision Marine Technologies Inc.
Notes to Unaudited Pro Forma Combined Statement of Comprehensive Loss
In U.S. Dollars
1. BASISOF PRESENTATION
The accompanying unaudited pro forma combined statement of comprehensive loss is based on the Company’s and NVG's historical financials and gives effect to the Acquisition of NVG as if it had occurred on September 1, 2024.
2. FISCALPERIODS DEFINED
a) This column reflects the audited consolidated statement of comprehensive loss of Vision Marine Technologies Inc. for the fiscal year ended August 31, 2025, as reported in its most recent Form 20-F. These figures include the results of the operations of Nautical Vetures Group Inc. for the period beginning June 21, 2025 and ending August 31, 2025.
b) This column reflects the unaudited statement of comprehensive loss of Nautical Ventures Group Inc. for the period beginning September 1, 2024 and ending June 20, 2025.