Vision Marine Technologies Inc 6-K, filed Aug 15, 2025
Vision Marine Technologies Inc. (VMAR)
About this 6-K
Vision Marine Technologies Inc filed this 6-K on August 15, 2025.
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 2025
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) ¨
Entry into a Material Definitive Agreement.
On August 15, 2025, we entered into an underwriting agreement (the “Agreement”) with ThinkEquity LLC (the “Underwriter”), pursuant to which we agreed to issue and sell directly to investors, in a firm commitment offering (the “Offering”), an aggregate of 3,500,000 of our common shares, no par value, or pre-funded warrants in lieu thereof at an offering price of US$2.00 per common share. The investors participating in the Offering who would have received common shares that would have caused such investor’s beneficial ownership of our common shares to exceed 4.99% (or at the election of investor, 9.99%) of our outstanding common shares after such issuance, are entitled to receive a pre-funded warrant in lieu of common shares.
The Offering is expected to close on August 18, 2025 and is anticipated to generate gross proceeds of US$7,000,000 in connection with the Offering, before deducting Underwriter fees and other Offering expenses payable by the Company. We intend to use the net proceeds from this offering for general corporate purposes and working capital, including for inventory management and servicing our floorplan lines of credit, general and administrative expenses and prosecuting patent applications relating to our E-Motion™ electric powertrain technology.
The 3,500,000 common shares to be offered in the Offering are expected to be sold pursuant to a registration statement (the “Registration Statement”) on Form F-1 (File No. 333-289547), which was initially filed with the United States Securities and Exchange Commission (the “Commission”) on August 12, 2025, and was declared effective by the Commission on August 15, 2025.
The remaining exercise price of each pre-funded warrant is CA$0.001. The pre-funded warrants are immediately exercisable upon the payment of the outstanding exercise price and may be exercised at any time until all of the pre-funded warrants are exercised in full. The pre-funded warrants are exercisable on a standard cashless basis. No portion of a pre-funded warrant may be exercised if such exercise causes the holder thereof to have a beneficial ownership of our common shares that exceeds 4.99% (or at the election of investor, 9.99%) of our outstanding shares of common shares after such issuance.
As part of its compensation for acting as Underwriter for the Offering, we expect to pay the Underwriter a cash fee of 6.5% of the aggregate gross proceeds and also agreed to grant the Underwriter an option expiring 45-days from the effective date of the Registration Statement to purchase up to an additional 525,000 of our common shares or pre-funded warrants to cover over-allotments representing 15% of the common shares and pre-funded warrants sold in the Offering. Additionally, we have agreed to issue to the Underwriter warrants to purchase 175,000 common shares (the “Underwriter Warrants”). The Underwriter Warrants are expected to have a term of five years commencing August 15, 2025, are exercisable commencing August 15, 2025, and are expected to have an exercise price of US$2.50 per common share. The Underwriter Warrants, and the common shares issuable upon exercise thereof, are expected be issued in reliance on the exemption from registration provided in Section 4(a)(2) under the Securities Act of 1933, as amended.
As of the date of this Current Report on Form 6-K no common shares or warrants have been issued or sold; all issuances remain subject to the closing of the Offering. Consummation of the Offering and issuance of common shares or pre-funded warrants in lieu thereof remain subject to satisfaction of customary closing conditions set forth in the Agreement.
This report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The foregoing descriptions of the Underwriter Warrants and Agreement are not complete and are qualified in their entirety by references to the full text of the form of the Agreement, Underwriter Warrant and pre-funded warrant which are filed as Exhibit 1.1, Exhibit 4.1, and Exhibit 4.2 respectively, to this Current Report on Form 6-K and are incorporated herein by reference.
The Canadian legal opinion, including the related consent, of Dentons Canada LLP relating to the issuance and sale of the common shares is filed as Exhibit 5.1 hereto.
Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 of this Current Report on Form 6-K regarding the Underwriter Warrants and the shares issuable thereunder are hereby incorporated by reference.
Other Events.
On August 15, 2025, we issued a press release announcing the pricing of the Offering.
General
The information contained in this report on Form 6-K of the Company, except for the press releases furnished herewith as Exhibit 99.1 is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-267893) and Registration Statement on Form S-8 (File No. 333-264089).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 15, 2025 | By: | /s/ Raffi Sossoyan |
| Name: | Raffi Sossoyan | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Vision Marine Technologies, Inc. Announces Pricing of Public Offering
Montréal, QC, August 15, 2025 — Vision Marine Technologies Inc. (the “Company”, “Vision Marine”, “we”, “us”, “our”) (Nasdaq: VMAR), a leader in high-voltage electric marine propulsion systems with a multi-brand boat retail and service platform, today announced the pricing of its public offering of 3,500,000 shares of common stock (or pre-funded warrants (“Pre-Funded Warrants”) in lieu thereof) at a price to the public of $2.00 per share (inclusive of the Pre-Funded Warrant exercise price), for gross proceeds of $7,000,000, before deducting underwriting discounts and offering expenses. In addition, the Company has granted the underwriters a 45-day option to purchase up to an additional 525,000 shares and/or Pre-Funded Warrants to cover over-allotments at the public offering price, less the underwriting discount. The offering is expected to close on August 18, 2025, subject to satisfaction of customary closing conditions.
The Company intends to use the proceeds for general corporate purposes, working capital, and potential acquisitions or strategic investments in complementary businesses or technologies.
ThinkEquity is acting as the sole book-runner for the offering.
A registration statement on Form F-1 (File No. 333-289547), relating to the shares was filed with the Securities and Exchange Commission (“SEC”) and became effective on August 15, 2025. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, 17 State Street, 41st Floor, New York, New York 10004. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Vision Marine Technologies, Inc.
Vision Marine Technologies Inc. (NASDAQ: VMAR) is a pioneer in high-voltage performance electric marine propulsion with a multi-brand boat retail and service platform. The Company designs, manufactures, and sells its flagship E-Motion™ 180E high-voltage electric outboard system—an industrialized, high-performance solution validated through multiple OEM integrations—while also providing consumers with access to a full range of boats across both electric and internal combustion engine (ICE) segments through its Nautical Ventures division. With nine retail locations in Florida and established sales, service, and marina operations, Vision Marine delivers market-ready solutions to meet the current and evolving needs of recreational boaters and commercial operators.
Forward Looking Statements
This press release contains forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include predictions, expectations, estimates, and other information that might be considered future events or trends, not relating to historical matters. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Vision Marine's Annual Report on Form 20-F for the year ended August 31, 2024, and its periodic filings with the SEC provide a detailed discussion of these risks and uncertainties. There can be no assurance that Vision Marine will be able to complete the offering on the anticipated terms, or at all. Vision Marine does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, as required by law.