Vision Marine Technologies Inc 6-K, filed Aug 26, 2026
Vision Marine Technologies Inc. (VMAR)
About this 6-K
Vision Marine Technologies Inc filed this 6-K on August 26, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2026
Commission File No. 001-39730
VISION MARINE TECHNOLOGIES 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) ¨
General
On August 24, 2026, Vision Marine Technologies Inc. (the "Company") issued a press release announcing the entry into a non-binding letter of intent dated August 20, 2026 (the "LOI") with a privately held operating company (the "Counterparty") regarding a proposed business combination. If completed, the proposed transaction would be structured as a reverse takeover of Vision Marine and would result in a change of control of the Company (with existing Vision Marine securityholders expected to retain approximately 2.9% of the combined company at closing, before giving effect to a proposed concurrent financing and before giving effect to additional contingent consideration available to Vision Marine securityholders tied to future performance milestones). According to information provided by the Counterparty, the Counterparty is developing and integrating a range of unmanned and autonomous systems, with a focus on aerial, for defense, government and critical-infrastructure applications. The terms of the LOI might never become memorialized pursuant to binding agreements, and even if the Company enters into such binding agreements, the proposed transaction might never occur or might occur on terms substantially different from the LOI.
On August 24, 2026, the Company issued a press release announcing that its board of directors approved a 1-for-10 reverse stock split of the Company's common shares. The reverse stock split disclosed in the press release became effective at the opening of the Nasdaq Capital Market on August 26, 2026, and the Company's common shares began trading on a split-adjusted basis at that time. The reverse stock split reduced the number of issued and outstanding common shares from approximately 6,530,460 common shares pre-split to approximately 653,046 common shares post-split, subject to adjustment resulting from the rounding up of fractional shares to the next whole common share.
On August 25, 2026, the Company issued a press release announcing that its Board of Directors has approved the voluntary delisting of the Company's common shares from the TSX Venture Exchange ("TSXV"), which delisting became effective at the close of the TSXV on August 26, 2026. The decision reflects Vision Marine's transformation into a predominantly U.S.-focused operating company. Based on the Company's current operating profile, substantially all of the Company's sales and revenue are generated in the United States.
Copies of the Company’s press releases dated August 24, 2026, August 24, 2026 and August 25, 2026, are furnished as Exhibits 99.1, 99.2 and 99.3, respectively, to this Report on Form 6-K. The information contained in this Report on Form 6-K, but not the exhibits hereto, is hereby incorporated by reference into our Registration Statement on Form F-3 (File No. 333-284423), Registration Statement on Form F-3 (File No. 333-291917) and Registration Statement on Form S-8 (File No. 333--264089).
Exhibit Index
No.
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: August 26, 2026 | By: | /s/ Raffi Sossoyan |
| Name: | Raffi Sossoyan | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Vision Marine Technologies Signs Letter of Intent for
Proposed Business Combination with an Undisclosed Counterparty
Proposed combination would create a publicly traded platform expanding the Vision Marine platform of artificial intelligence, autonomous systems, electrification and next-generation marine with the addition of the unmanned aerial vehicles and defense technologies of the counterparty.
Counterparty shareholders would own approximately 97.1% and existing Vision Marine securityholders approximately 2.9% at closing based on the base transaction consideration and before giving effect to the proposed financing, with additional contingent consideration available to Vision Marine securityholders.
BOISBRIAND, QC, Aug. 24, 2026 /PRNewswire/ -- Vision Marine Technologies Inc. (NASDAQ: VMAR; TSXV: VMAR) ("Vision Marine" or the "Company") today announced that it has entered into a non-binding letter of intent dated August 20, 2026 (the "LOI") with a privately held operating company (the "Counterparty") regarding a proposed business combination. The proposed transaction is expected to be structured as a reverse takeover of Vision Marine and would result in a change of control of the Company.
Existing Vision Marine securityholders are expected to retain approximately 2.9% of the combined company at closing, before giving effect to a proposed concurrent financing and before giving effect to additional contingent consideration available to Vision Marine securityholders tied to future performance milestones. The parties intend for the combined company's common shares to remain listed on the Nasdaq Capital Market, subject to Nasdaq's approval of an initial listing application, with completion also subject to TSX acceptance.
The identity of the Counterparty and the additional commercial terms of the proposed transaction remain confidential pending completion of due diligence and the negotiation and execution of definitive transaction documents. The LOI does not obligate either party to consummate the proposed transaction. Completion remains subject to, among other things, satisfactory completion of due diligence, negotiation and execution of definitive agreements, receipt of required board, shareholder and regulatory approvals, stock exchange approval, and completion of a concurrent financing. The parties intend to work toward executing definitive agreements on or before October 15, 2026 and completing the proposed transaction on or before December 31, 2026. There can be no assurance that either milestone will be achieved or that the proposed transaction will be completed on the terms described, or at all.
From Electrification to Intelligence and Autonomy
Vision Marine believes electrification represents one stage in the evolution of marine propulsion, while artificial intelligence, autonomous navigation, advanced sensing and secure communications are beginning to transform how vehicles operate in the air, on the water and across defense environments.
"Vision Marine has always been built around anticipating where technology is going next," said Alexandre Mongeon, Chief Executive Officer of Vision Marine. "We entered electric propulsion because we believed electrification would reshape the marine industry. Today, we see another transformation underway as artificial intelligence, autonomy, sensing and secure communications change how vehicles operate across multiple environments."
"We started with electrification. We believe the next chapter is intelligence and autonomy," Mongeon added.
Defense and Autonomous-Systems Opportunity
Governments and defense organizations are increasingly focused on unmanned, autonomous and counter-unmanned systems across aerial, maritime, surface and underwater environments.
According to information provided by the Counterparty, the Counterparty is developing and integrating a range of unmanned and autonomous systems, with a focus on aerial, for defense, government and critical-infrastructure applications.
The parties believe the proposed combination could position the combined company to pursue opportunities as the United States, NATO members and allied nations expand their focus on unmanned and autonomous defense capabilities.
According to the Counterparty, the reported opportunity is connected to engagement concerning allied defense requirements and a potential sovereign and export-credit financing pathway intended to support scaled procurement, manufacturing and delivery.
The Counterparty's estimate of potential annualized demand is significant. It does not constitute revenue recognized by Vision Marine, contracted backlog, guaranteed future revenue or an unconditional purchase commitment. It also does not represent a funding commitment, credit approval or sovereign guarantee from any government, export-credit agency or sovereign entity.
Realization of the reported opportunity would depend on procurement decisions, financing, definitive contracts, manufacturing capacity, delivery, acceptance, export approvals and geopolitical conditions. The information was supplied by the Counterparty and remains subject to Vision Marine's due-diligence review.
Proposed Transaction
The LOI contemplates a reverse takeover through a share exchange and plan of arrangement under applicable corporate legislation, or another structure agreed upon by the parties.
Based on initial estimates, the Counterparty's shareholders would own approximately 97.1% and existing Vision Marine securityholders approximately 2.9% of the combined company at closing.
Vision Marine's base value remains subject to an agreed net-asset test and closing adjustments. The LOI also contemplates up to 2.8% of additional contingent share consideration tied to maritime autonomy and military or government sales milestones. If fully earned, the contingent consideration could increase the interest attributable to existing Vision Marine securityholders to approximately 5.7%.
The final exchange ratio and number of Vision Marine common shares to be issued will be established in the definitive agreements and disclosed in a subsequent news release.
The proposed transaction is an Arm's Length Transaction under the policies of the TSXV. No director, officer, insider or controlling shareholder of Vision Marine has a material interest in the Counterparty or the proposed consideration other than as a Vision Marine securityholder generally.
Financing and Closing Conditions
Completion remains subject to numerous conditions, including:
| · | mutual due diligence and negotiation of definitive agreements; | |
| · | approval by the boards of Vision Marine and the Counterparty; | |
| · | Vision Marine shareholder approval; | |
| · | Stock exchange approval of the transaction; | |
| · | completion of required audited financial statements and transaction disclosure; | |
| · | completion of a concurrent or pre-closing financing of at least US$25 million; | |
| · | the Counterparty obtaining at least US$100 million of aggregate binding purchase orders for 2027 deliveries; | |
| · | confirmation of Vision Marine's agreed net-asset requirements; | |
| · | receipt of required court, lender, regulatory and third-party approvals; and | |
| · | other customary closing conditions. |
The US$100 million purchase-order threshold is a future condition to the proposed transaction. It does not represent purchase orders currently received, contracted backlog or guaranteed future revenue.
The terms, pricing, securities to be issued and use of proceeds for the proposed financing have not yet been determined. They will be disclosed in a subsequent news release once available.
The parties intend to work toward executing definitive agreements on or before October 15, 2026, and completing the proposed transaction on or before December 31, 2026. There can be no assurance that either milestone will be achieved.
The final role and structure of Vision Marine's existing marine operations will be established through the definitive agreements. Until the transaction is completed, Vision Marine and the Counterparty will continue to operate as separate companies.
The LOI is non-binding with respect to completion of the proposed transaction, except for certain traditional provisions expressly identified as binding. There can be no assurance that definitive agreements will be executed or that the transaction will be completed on the terms currently contemplated or at all.
Resulting Company, Management and Principal Shareholders
The name, capitalization, board composition and management of the combined company remain under negotiation and will be disclosed in a subsequent news release.
Based on the current transaction terms and before giving effect to the proposed financing, the Counterparty's shareholders as a group would own approximately 97.1% of the combined company.
The identities and anticipated ownership percentages of any person expected to hold 10% or more of the combined company's voting securities will be disclosed once the final capitalization and financing terms have been determined.
Advisory Matters
ThinkEquity is serving as financial advisor to Vision Marine in connection with the proposed transaction. Any fees payable in connection with the proposed transaction that are required to be disclosed under applicable TSXV policies will be disclosed in a subsequent news release.
Subsequent Disclosure
Vision Marine intends to issue a further news release upon execution of definitive agreements containing additional information concerning the final transaction structure, exchange ratio, financing, capitalization, principal shareholders, directors and officers, sponsorship and other material terms.
The Company will also provide status updates concerning the proposed transaction at least every 30 days, or as otherwise required under TSXV policies.
About Vision Marine Technologies Inc.
Vision Marine Technologies Inc. (NASDAQ: VMAR; TSXV: VMAR) is a marine technology and recreational boating company. Vision Marine develops the E-Motion™ high-voltage electric propulsion system and operates Nautical Ventures, a multi-brand recreational boating retail and service platform with locations across Florida.
About the Counterparty
The Counterparty is a privately held defense-technology company. Further information concerning the Counterparty will be provided upon execution of definitive agreements.
Important Information Regarding the Proposed Transaction
Completion of the proposed transaction is subject to a number of conditions, including TSXV acceptance and, if applicable, disinterested shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval has been obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the proposed transaction, information released or received concerning the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Vision Marine should be considered highly speculative.
This news release does not constitute a solicitation of any proxy, consent or authorization concerning the proposed transaction, or an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities laws, including statements concerning the proposed transaction; its structure, attributed values, ownership percentages, financing, contingent consideration and timing; required approvals; continued Nasdaq listing; the Counterparty's reported demand and potential procurement and financing pathways; opportunities involving autonomous systems, defense technology and maritime autonomy; and the future role of Vision Marine's existing operations.
Forward-looking statements are based on current expectations and assumptions and involve substantial risks and uncertainties. Actual results could differ materially due to factors including the possibility that definitive agreements are not executed; due-diligence findings; changes to the proposed terms or ownership percentages; failure to obtain required purchase orders, financing, shareholder approval, TSXV acceptance, Nasdaq approval or other required approvals; inability to satisfy Nasdaq's listing requirements; government-procurement, manufacturing, supply-chain, technology-development and integration risks; geopolitical developments; export-control requirements; customer acceptance; competition; and the other risks described in Vision Marine's filings with the U.S. Securities and Exchange Commission and applicable Canadian securities regulators.
Information concerning the Counterparty's operations, reported demand and business plans was supplied by the Counterparty and remains subject to Vision Marine's due-diligence review. It should not be interpreted as guaranteed revenue, contracted backlog or future financial performance of the Counterparty, Vision Marine or the proposed combined company.
Readers should not place undue reliance on forward-looking statements, which speak only as of the date made. Vision Marine undertakes no obligation to update them except as required by applicable law.
Exhibit 99.2
Vision Marine Technologies Announces Reverse Stock Split
MONTREAL , Aug. 24, 2026 /PRNewswire/ -- Vision Marine Technologies Inc. (NASDAQ: VMAR; TSXV: VMAR) ("Vision Marine" or the "Company") today announced that the Company's board of directors (the "Board") approved a 1-for-10 reverse stock split of the Company's common shares. The reverse stock split is expected to become effective when the market opens on August 26, 2026 (the "Effective Date") and the Company's common shares will begin trading on a split-adjusted basis under the existing trading symbol "VMAR." The new CUSIP number for the Company's common shares following the reverse stock split will be 92840Q608.
The Board has approved a 1-for-10 reverse stock split, which will reduce the number of issued and outstanding common shares from approximately 6,530,460 common shares pre-split to approximately 653,046 common shares post-split, subject to adjustment resulting from the rounding up of fractional shares to the next whole common share.
The primary purpose of the reverse stock split is to increase the per-share market price of the Company's common shares in an effort to regain compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). There can be no assurance that the reverse stock split will result in the Company regaining or maintaining compliance with this requirement. On August 20, 2026, the Board approved both the Effective Date of the reverse stock split as well as the ratio of the reverse stock split of 1-for-10.
As a result of the reverse stock split, every ten (10) common shares of the Company issued and outstanding will be automatically consolidated into one common share. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's outstanding equity awards, as applicable, as well as to the number of shares issuable under the Company's equity incentive plans. The common shares issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not decrease the number of authorized common shares (which shall remain limitless) or otherwise affect the par value of the common shares.
No fractional common shares will be issued in connection with the reverse stock split. Any fractional common share that would otherwise result from the reverse stock split will be rounded up to the next whole common share.
Odyssey Trust Company, the Company's transfer agent, is acting as the exchange agent for the reverse stock split. Shareholders holding their common shares electronically in book-entry form and shareholders who hold their shares through a bank, broker, or other nominee will not need to take any action. Shareholders owning common shares through a bank, broker, or other nominee will have their positions adjusted to reflect the reverse stock split.
About Vision Marine Technologies, Inc.
Vision Marine is a marine technology and recreational boating company focused on delivering a better on-water experience across propulsion types. The Company develops proprietary high-voltage electric propulsion technology through its E-Motion™ platform and supports commercialization through its Nautical Ventures retail, marina, service and delivery platform across Florida. Vision Marine's integrated operating model combines technology, consumer access, service infrastructure and multi-brand boating operations.
Forward Looking Statements
This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Forward-looking statements are statements other than statements of historical fact and may be identified by words such as "anticipate," "believe," "expect," "intend," "may," "plan," "potential," "should," "will," "would," and similar expressions.
Forward-looking statements in this press release include, without limitation, statements regarding the expected timing and effectiveness of the reverse stock split, the commencement of trading of the Company's common shares on a split-adjusted basis, the expected number of common shares outstanding following the reverse stock split, the anticipated effect of the reverse stock split on the market price of the Company's common shares, and the Company's ability to regain and maintain compliance with the minimum bid price requirement and other continued listing requirements of The Nasdaq Stock Market LLC.
These forward-looking statements are based on management's current expectations, estimates, assumptions and beliefs and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond the Company's control, that could cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, the risk that the reverse stock split may not result in a sustained increase in the market price of the Company's common shares; that the Company may not regain or maintain compliance with Nasdaq's minimum bid price requirement or other applicable continued listing requirements; that the reverse stock split could adversely affect the liquidity, trading volume or market price of the Company's common shares; that the implementation or timing of the reverse stock split may differ from the Company's current expectations; and other risks and uncertainties described under the heading "Risk Factors" and elsewhere in the Company's Annual Report on Form 20-F, as amended, for the year ended August 31, 2025, and in the Company's subsequent filings with the U.S. Securities and Exchange Commission.
There can be no assurance that the reverse stock split will result in the Company regaining or maintaining compliance with Nasdaq's continued listing requirements or that the Company's common shares will maintain a market price above $1.00 per share following the reverse stock split. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Exhibit 99.3
Vision Marine Technologies Consolidates Public Market Listing on Nasdaq
Strategic decision concentrates resources on Nasdaq and aligns the Company's public-market structure with its predominantly U.S.-based business.
MONTREAL, Aug. 25, 2026 /PRNewswire/ -- Vision Marine Technologies Inc. (NASDAQ: VMAR; TSXV: VMAR) ("Vision Marine" or the "Company") today announced that its Board of Directors has approved the voluntary delisting of the Company's common shares from the TSX Venture Exchange ("TSXV"), effective at the close of markets on August 26, 2026.
The decision reflects Vision Marine's transformation into a predominantly U.S.-focused operating company. Based on the Company's current operating profile, substantially all of the Company's sales and revenue are generated in the United States.
Given this operating profile and the Company's commitment to maintaining its Nasdaq listing, the Board determined that consolidating its public-market presence on Nasdaq is the most appropriate path forward. Maintaining a secondary Canadian exchange listing creates additional costs, regulatory requirements and administrative obligations that the Company believes are no longer justified by the strategic benefits of a dual listing.
The consolidation allows Vision Marine to concentrate its corporate and financial resources on its Nasdaq listing, U.S. regulatory obligations and U.S. operations, while eliminating duplicative exchange-related expenses.
"Vision Marine's business is overwhelmingly U.S.-focused, and Nasdaq is central to our capital-markets strategy," said Alexandre Mongeon, Chief Executive Officer. "Consolidating our listing allows us to focus our resources on our U.S. operations, Nasdaq requirements and long-term growth."
Following the TSXV delisting, Vision Marine's common shares will continue to trade on the Nasdaq Capital Market under the symbol "VMAR."
Canadian and other shareholders will continue to hold their existing common shares. No action is required by shareholders in connection with the voluntary delisting. Shareholders should consult their brokers regarding trading on Nasdaq and any account-specific requirements.
The voluntary delisting was approved by the Company's Board of Directors. In accordance with applicable TSXV policies, shareholder approval is not required as the Company's common shares trade on the Nasdaq Capital Market.
The Company will continue to be a reporting issuer under applicable securities laws in all provinces and territories of Canada.
About Vision Marine Technologies Inc.
Vision Marine is a marine technology and recreational boating company focused on delivering a better on-water experience across propulsion types. The Company develops proprietary high-voltage electric propulsion technology through its E-MotionTM platform and supports commercialization through its Nautical Ventures retail, marina, service and delivery platform across Florida. Vision Marine's integrated operating model combines technology, consumer access, service infrastructure and multi-brand boating operations.
Forward-Looking Statements
This press release may contain "forward-looking information" and "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements are statements other than statements of historical fact and may be identified by words such as "anticipate," "believe," "expect," "intend," "may," "plan," "potential," "should," "will," "would," and similar expressions.
Forward-looking statements in this press release include, without limitation, statements regarding the Company's voluntary delisting from the TSXV, its intention to maintain its Nasdaq listing and continue as a reporting issuer in Canada, its business and operations, its U.S. growth strategy, and its expectations regarding the allocation of resources following the delisting.
These forward-looking statements are based on the Company's current expectations, estimates, assumptions and beliefs and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond the Company's control, that could cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties are described under "Risk Factors" and elsewhere in the Company's Annual Report on Form 20-F, as amended, for the year ended August 31, 2025, and in the Company's subsequent filings with the U.S. Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements except as required by applicable law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the TSXV policies) accepts responsibility for the adequacy or accuracy of this release.