Verses AI Inc 6-K, filed Nov 20, 2024
Verses AI Inc. (VRSSF)
About this 6-K
Verses AI Inc filed this 6-K on November 20, 2024.
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 November 2024
Commission File Number: 333-282301
VERSES AI INC.
(Translation of registrant’s name into English)
205 - 810 Quayside Drive
New Westminster, British Columbia
Canada V3M 6B9
(Address of Principal Executive Offices)
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 | ☒ Form 40-F |
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, thereunto duly authorized.
| VERSES AI INC. | ||
| By: | /s/ Gabriel René | |
| Name: | Gabriel René | |
| Title: | Chief Executive Officer | |
| Date: November 20, 2024 | ||
EXHIBIT INDEX
Exhibit 99.1
VERSES Provides Q3 2024 Corporate Update
VANCOUVER, British Columbia, Oct. 07, 2024 — VERSES AI Inc. (CBOE:VERS) (OTCQX:VRSSF) (“VERSES’’ or the “Company”), a cognitive computing company specializing in next generation intelligent systems, provides a corporate update.
“As we work towards getting Genius into the hands of more developers and publish meaningful research that paves the way to our upcoming benchmarks, we believe that VERSES is well positioned to influence the direction of the AI industry,” said Gabriel René, CEO of VERSES.
“Recent commercial agreements, strategic funding and recognition by respected research firms like Gartner are signals that others share our vision and support our alternative approach to creating intelligent systems,” continued Mr. René. “Genius is a new class of software and the problems we’re tackling, along with their solutions, are as much logical as they are technological. We are now more clear and more focused than ever on how to deliver Genius and the benchmarks.”
Commercial Projects
VERSES recently entered into the first joint smart cities project with Analog, an edge computing company focused on seamlessly connecting people, places and things using smart sensors and mixed reality devices. This project is centered around taxi fleet management in Abu Dhabi with the objective of, utilizing Genius, to optimize fleet operations while minimizing congestion and emissions.
This pilot project is the first in a series of commercial projects that VERSES and Analog, both G42-funded companies, are in talks to develop together in Abu Dhabi with expected initial generated revenue for VERSES of approximately US$3,000,000. Leveraging Genius, future initiatives in Abu Dhabi intend to focus on projects in key sectors such as smart mobility, healthcare, and energy.
VERSES CEO Gabriel René and Analog CEO Alex Kipman recently conducted a webinar to discuss this agreement as well as their visions. The replay will be available on VERSES’ website.
Operations & Financial Updates
James Hendrickson was promoted to Chief Operating Officer to lead the internal organization to meet the staffing, operations, and financial initiatives that prepare VERSES for the future. Operations have already become more streamlined resulting in a 30% reduction in monthly costs and steps are being taken to prepare the Company for easier access to US investors and US markets.
Former Chair Jay Samit moved to an executive role with VERSES as Head of Global Partnerships and Michael Blum was announced as the new Independent Chair. Mr. Blum is a co-founder and president of Hedgeye Risk Management, a premier independent investment research house whose customer base advises more than $10 trillion in assets and operates in close to 100 countries. In 2014 Mr. Blum co-founded Firefly Space Systems which designed and developed space launch vehicles for small payloads working with, among others, NASA, DARPA and Boeing. Previously, Mr. Blum was the co-founder and chief operating officer of hedge fund Falconhedge Partners LLC. Prior to this, he spent seven years in Silicon Valley, including at Paypal, developing business and product strategy. Mr. Blum received his Bachelor of Arts in Economics and International Studies (honors) from Yale University.
Genius Rollout
VERSES began its Genius beta program earlier this year and is continuing to work with a targeted group of developers and expects the program to expand with new partners this quarter.
The Company also announced completion of a research collaboration with NASA Jet Propulsion Laboratory (JPL), which successfully demonstrated cross-platform interoperability between Digital Twin (DT) systems for lunar explorations. The project is part of a research phase of the Genius beta program. VERSES, in partnership with the Spatial Web Foundation, worked with JPL researchers to model data using Spatial Web standards with the objective of allowing government agencies, private sector aerospace entities, and universities, each having different technology stacks, to collaborate in a unified real-time simulation of the lunar surface.
Research & Benchmarks
VERSES research team led by Chief Scientist Dr. Karl Friston, published more than 25 papers in Q3, among which is a paper titled, “From pixels to planning: scale-free active inference,” which introduces an efficient alternative foundation to deep learning, reinforcement learning and generative AI called Renormalizing Generative Models (RGMs) that address foundational problems in artificial intelligence (AI), namely versatility, efficiency, explainability and accuracy, using a physics-based approach. RGMs are a versatile “universal architecture” that can be configured and reconfigured to perform many or potentially all of the same tasks as today’s AI but with far greater efficiency.
The paper describes how an RGM achieved 99.8% accuracy on a subset of the MNIST digit recognition task, a common benchmark in machine learning, using only 10,000 training images (90% less data than conventional testing). Sample and compute efficiency translates directly into cost savings and development speed for businesses building and employing AI systems.
This and other research lay the foundation for providing results against several industry benchmarks including the previously mentioned Atari 10k Challenge and Melting Pot Challenge.
Events
VERSES research presented 12 accepted papers at the International Workshop on Active Inference (IWAI), the largest conference dedicated to Active Inference, a field pioneered by VERSES Chief Scientist Professor Karl Friston. IWAI organizers informed the Company that attendance at the sold-out event increased by 40% year over year and the number of
papers submitted increased by 70%, which indicates that Active Inference is gaining momentum among AI researchers1. Themes explored across the research include advancing the foundational capabilities and efficiencies of Active Inference, multi -agent systems, real-world applications, emotional and social intelligence, ethical and sustainable development as well as transparency and explainability.
At the Digital Twin Consortium in Chicago, Michael Wadden presented a keynote entitled “Digital Twin Interoperability for Lunar Exploration” based on the VERSES work with JPL.
1 https://iwaiworkshop.github.io
Spatial Web Protocol, Architecture and Governance Standards
On July 24, VERSES announced that the Institute of Electrical and Electronics Engineers Standards Association (IEEE-SA) P2874 working group voting members approved the Spatial Web standards: Hyperspace Modeling Language (HSML) and Hyperspace Transaction Protocol (HSTP).
The Spatial Web is a hyper-connected, ethically-aligned network of humans, machines, and intelligent systems. HSML and HSTP provide standard formats for structuring multidimensional information in a unified format that includes the rules, requirements and restrictions that govern how AI and related systems can interact. The final steps before IEEE publication later this year include addressing comments from the non-approval votes and verification by a review committee. Future plans for the working group is expected to include developing reference implementations and exploring governance requirements for various industries. Genius will be the first product to support the Spatial Web standards.
Gartner
VERSES was recognized in Gartner’s “2024 Hype Cycle for Artificial Intelligence” report. Listed in the section of the report titled “First-Principles AI (FPAI),” the report states that First Principles AI is “Transformational” and “On the rise”. In the discussion of “Why this is Important”, the report states that “FPAI instills a more reliable representation of the context and the physical reality, yielding more adaptive systems. This leads to reduced training time, improved data efficiency, better generalization, and greater physical consistency.”
According to the “Business Impact” section of the report, “FPAI helps train models with fewer data points and accelerates the training process, helping models converge faster to optimal solutions. It improves the generalizability of models to make reliable predictions for unseen scenarios, including applicability to nonstationary systems, and enhances transparency and interpretability, boosting trustworthiness.”
About VERSES
VERSES is a cognitive computing company building next-generation intelligent software systems modeled after the wisdom and genius of Nature. Designed around first principles found in science, physics and biology, our flagship product, Genius™, is a toolkit for developers to generate intelligent software agents that enhance existing applications with the ability to reason, plan, and learn. Imagine a Smarter World that elevates human potential through technology inspired by Nature. Learn more at verses.ai, LinkedIn and X.
On behalf of the Company
Gabriel René, Founder & CEO, VERSES AI Inc.
Press Inquiries: press@verses.ai
Investor Relations Inquiries
U.S., Matthew Selinger, Partner, Integrous Communications, mselinger@integcom.us 415-572-8152
Canada, Leo Karabelas, President, Focus Communications, info@fcir.ca 416-543-3120
Cautionary Note Regarding Forward-Looking Statements
When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although VERSES believes, in light of the experience of their respective officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in the forward-looking statements and information in this press release are reasonable, undue reliance should not be placed on them because the parties can give no assurance that such statements will prove to be correct. The forward-looking statements and information in this press release include, among other things, statements regarding the expectation that the joint smart cities project with Analog will generate approximately US$3,000,000 in revenue; that future initiatives in Abu Dhabi intend to focus on projects in key sectors such as smart mobility, healthcare, and energy; that the Company’s beta partnership program is expected to expand with new partners this quarter; that future plans for the Spatial Web related working group is expected to include developing reference implementations and exploring governance requirements for various industries.
There are risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward- looking statements and information. In making the forward-looking statements in this news release, the Company has applied various material assumptions. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There are a number of important factors that could cause VERSES actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: that the joint smart cities project with Analog will generate approximately US$3,000,000 in revenue; that future initiatives in Abu Dhabi will focus on projects in key sectors such as smart mobility, healthcare, and energy; that the Company’s beta partnership program will expand with new partners this quarter; that future plans for the Spatial Web related working group will include developing reference implementations and exploring governance requirements for various industries. The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of its securities or its financial or operating results (as applicable).
Additionally, forward-looking statements involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company 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 joint smart cities project with Analog will not generate approximately US$3,000,000 in revenue or any at all; that future initiatives in Abu Dhabi will not focus on projects in key sectors such as smart mobility, healthcare, and energy; that the Company’s beta partnership program will not successfully expand with new partners this quarter or at all; that future plans for the Spatial Web related working group will not include developing reference implementations and exploring governance requirements for various industries. VERSES cautions that the foregoing list of material factors is not exhaustive. When relying on VERSES’ forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. VERSES has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of VERSES as of the date of this press release and, accordingly, are subject to change after such date. VERSES does not undertake to update this information at any particular time except as required in accordance with applicable laws.
This news release also contains future-oriented financial information and financial outlook information (collectively, “FOFI”) as defined under Canadian securities laws, prepared by Verses’ management about Verses’ reasonably estimated prospective revenue which is subject to the same assumptions, risks factors, limitations and qualifications set forth in the above paragraphs. Readers are cautioned that FOFI are not guarantees of future performance, and should not be considered as such, since actual results may differ materially from those expressed in FOFI. Verses and its management believe that FOFI has been prepared on a reasonable basis, reflecting management’s best estimates and judgements. FOFI contained in this news release were made as of the date of this news release and is provided for the purpose of describing the belief of Verses’ management of the anticipated revenue from the joint smart cities project with Analog.
As a result, there can be no assurance that forward-looking information or FOFI will prove to be accurate, as actual results and future events could differ materially from those anticipated in this news release. Accordingly, readers should not place undue reliance on the forward-looking information or FOFI contained in this news release. Verses does not undertake any obligation to publicly update or revise any forward-looking information or FOFI other than as required under applicable securities laws.
Exhibit 99.2
VERSES AI Inc. Announces Closing of First Tranche of LIFE Private Placement Offering
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Nov. 08, 2024 -- VERSES AI Inc. (CBOE: VERS) (OTCQX:VRSSF) (“VERSES” or the “Company”) is pleased to announce that it closed the first tranche of its previously announced non-brokered private placement of 5,807,700 units of the Company (the “LIFE Units”) at a price of $0.50 per LIFE Unit (the “Offering Price”) for aggregate gross proceeds of $2,903,850 (the “LIFE Offering”).
Each LIFE Unit will consist 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 entitle the holder thereof to acquire one Share at an exercise price of $0.70 per Share, subject to adjustment in certain circumstances, for a period of 36 months from November 8, 2024.
The LIFE Offering has been structured to take advantage of the listed issuer financing exemption from prospectus requirements (the “Exemption”) in Part 5A of NI 45-106, whereby shares issued pursuant to the Exemption are freely tradeable listed equity securities not subject to any hold period (see below).
The LIFE Offering has been conducted in all the provinces of Canada, except Québec, under the Exemption, for aggregate gross proceeds of C$2,903,850. The LIFE Offering was also conducted in the United States pursuant to exemptions from the registration requirements under Regulation D of the United States Securities Act of 1933, as amended (the “1933 Act”), subject to receipt of all necessary regulatory approvals, and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. The LIFE Units are not subject to resale restrictions pursuant to applicable Canadian securities laws, however, the LIFE Units (and underlying Shares, Warrants and Warrant Shares) offered and sold to persons in the United States, will be considered restricted securities under the 1933 Act and will contain a restrictive legend referencing the 1933 Act.
In connection with the Offering, the Company: (i) paid to certain finders and advisors an aggregate cash commission of C$103,675; and (ii) issued to certain finders and advisors an aggregate of 207,350 compensation warrants (the “Compensation Warrants”). Each Compensation Warrant will be exercisable into one Equity Unit at the Offering Price for a period of 36 months following the Closing Date.
The net proceeds of the LIFE Offering will be used for general working capital purposes, to fund ongoing operations, and to fund research and development, including the development of Genius, all as more particularly described in the offering document dated November 8, 2024 that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at verses.ai.
In connection with the Transaction, A.G.P. Canada Investments ULC acted as exclusive financial advisor.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable U.S. state securities laws.
About VERSES
VERSES is a cognitive computing company building next-generation intelligent software systems modeled after the wisdom and genius of Nature. Designed around first principles found in science, physics and biology, our flagship product, Genius™, is a toolkit for developers to generate intelligent software agents that enhance existing applications with the ability to reason, plan, and learn. Imagine a Smarter World that elevates human potential through technology inspired by Nature. Learn more at VERSES, LinkedIn and X.
On Behalf of the Company
Gabriel René VERSES AI Inc.
Co-Founder & CEO
press@verses.io
Media and Investor Relations Inquiries
Leo Karabelas
Focus Communications President
info@fcir.ca
416-543-3120
Cautionary Note Regarding Forward-Looking Statement
When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although VERSES believes, in light of the experience of their respective officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in the forward-looking statements and information in this press release are reasonable, undue reliance should not be placed on them because the parties can give no assurance that such statements will prove to be correct. The forward-looking statements and information in this press release include, among others, the Company’s ability to complete the LIFE Offering on the terms announced or at all and the use of proceeds of the LIFE Offering and LIFE Offering. Such statements and information reflect the current view of VERSES. There are risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There are a number of important factors that could cause VERSES actual results to differ materially from those indicated or implied by forward- looking statements and information. Such factors include, among others: the ability of the Company to complete the LIFE Offering on the terms announced or at all and the ability of the Company to use the proceeds of the LIFE Offering as announced or at all; the ability of the Company to obtain all necessary approvals, including approval of the Exchange; currency fluctuations; limited business history of the parties; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses; and general development, market and industry conditions. The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of its securities or its financial or operating results (as applicable).
VERSES cautions that the foregoing list of material factors is not exhaustive. When relying on VERSES’ forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. VERSES has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of VERSES as of the date of this press release and, accordingly, are subject to change after such date. VERSES does not undertake to update this information at any particular time except as required in accordance with applicable laws.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Exhibit 99.3
VERSES Closes Second Tranche of LIFE Offering Bringing Aggregate Funds Raised to $5.2M From Recent Offerings
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Nov. 15, 2024 — VERSES AI Inc. (CBOE: VERS) (OTCQB:VRSSF) (“VERSES” or the “Company”) is pleased to announce that it closed the second tranche of its previously announced non-brokered private placement (the “LIFE Offering”) of units of the Company (the “LIFE Units”) for aggregate gross proceeds in this second tranche of $512,800. The first tranche of the LIFE Offering closed on November 8, 2024 for aggregate gross proceeds of $2,903,850. On November 8, 2024 the Company also closed a non-brokered private placement of special warrants of the Company for aggregate gross proceeds of $1,800,000.
Pursuant to the second tranche of the LIFE Offering, the Company issued 1,025,600 LIFE Units at a price of $0.50 per LIFE Unit (the “Offering Price”). Each LIFE Unit will consist 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 entitle the holder thereof to acquire one Share at an exercise price of $0.70 per Share, subject to adjustment in certain circumstances, for a period of 36 months from November 15, 2024.
The LIFE Offering has been structured to take advantage of the listed issuer financing exemption from prospectus requirements (the “Exemption”) in Part 5A of NI 45-106, whereby shares issued pursuant to the Exemption are freely tradeable listed equity securities not subject to any hold period (see below).
The LIFE Offering has been conducted in all the provinces of Canada, except Québec, under the Exemption, for aggregate gross proceeds in this second tranche of C$512,800. The LIFE Offering was also conducted in the United States pursuant to exemptions from the registration requirements under Regulation D of the United States Securities Act of 1933, as amended (the “1933 Act”), subject to receipt of all necessary regulatory approvals, and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. The LIFE Units are not subject to resale restrictions pursuant to applicable Canadian securities laws, however, the LIFE Units (and underlying Shares, Warrants and Warrant Shares) offered and sold to persons in the United States, will be considered restricted securities under the 1933 Act and will contain a restrictive legend referencing the 1933 Act.
In connection with the second tranche of the LIFE Offering, the Company: (i) paid to certain finders and advisors an aggregate cash commission of C$30,082; and (ii) issued to certain finders and advisors an aggregate of 60,164 compensation warrants (the “Compensation Warrants”). Each Compensation Warrant will be exercisable into one unit of the Company (“Compensation Unit”) at the Offering Price for a period of 36 months from November 15, 2024, with each Compensation Unit comprised of one Share and one-half Warrant.
The net proceeds of the LIFE Offering will be used for general working capital purposes, to fund ongoing operations, and to fund research and development, including the development of Genius, all as more particularly described in the offering document dated November 8, 2024 that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at VERSES.ai.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the 1933 Act or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act, and applicable U.S. state securities laws.
About VERSES
VERSES is a cognitive computing company building next-generation intelligent software systems modeled after the wisdom and genius of Nature. Designed around first principles found in science, physics and biology, our flagship product, Genius™, is a toolkit for developers to generate intelligent software agents that enhance existing applications with the ability to reason, plan, and learn. Imagine a Smarter World that elevates human potential through technology inspired by Nature. Learn more at VERSES, LinkedIn and X.
On Behalf of the Company
Gabriel René VERSES AI Inc.
Co-Founder & CEO
press@VERSES.io
Media and Investor Relations Inquiries
Leo Karabelas
Focus Communications President
info@fcir.ca
416-543-3120
Cautionary Note Regarding Forward-Looking Statement
When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although VERSES believes, in light of the experience of their respective officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in the forward-looking statements and information in this press release are reasonable, undue reliance should not be placed on them because the parties can give no assurance that such statements will prove to be correct. The forward-looking statements and information in this press release include, among others, the ability of the Company to use the proceeds of the LIFE Offering as announced or at all. Such statements and information reflect the current view of VERSES. There are risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. There are a number of important factors that could cause VERSES actual results to differ materially from those indicated or implied by forward- looking statements and information. Such factors include, among others: the ability of the Company to complete the LIFE Offering on the terms announced or at all and the ability of the Company to use the proceeds of the LIFE Offering as announced or at all; currency fluctuations; limited business history of the parties; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses; and general development, market and industry conditions. The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of its securities or its financial or operating results (as applicable).
VERSES cautions that the foregoing list of material factors is not exhaustive. When relying on VERSES’ forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. VERSES has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of VERSES as of the date of this press release and, accordingly, are subject to change after such date. VERSES does not undertake to update this information at any particular time except as required in accordance with applicable laws.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Exhibit 99.4
51-102F3
Material Change Report
| Item 1 | Name and Address of Company |
VERSES AI Inc. (the “Company” or “VERSES”)
205 - 810 Quayside Drive
New Westminster, British Columbia V3M 6B9
| Item 2 | Date of Material Change |
November 8, 2024.
| Item 3 | News Release |
The news release was disseminated on November 8, 2024 through Globe Newswire and subsequently filed on SEDAR+.
| Item 4 | Summary of Material Change |
The Company announced that it had closed its previously announced non-brokered private placement of 3,600,000 special warrants of the Company (the “Special Warrants”) at a price of $0.50 (the “Offering Price”) per Special Warrant for aggregate gross proceeds of $1.8 million (the “Special Warrant Offering”). The Company’s decision to increase the size of the Special Warrant Offering from $1.6 million to $1.8 million was accepted by Cboe Canada (the “Exchange”) prior to closing.
| Item 5 | Full Description of Material Change |
The Company announced that it had closed its previously announced Special Warrant Offering of 3,600,000 Special Warrants at the Offering Price for aggregate gross proceeds of $1.8 million. The Company’s decision to increase the size of the Special Warrant Offering from $1.6 million to $1.8 million was accepted by the Exchange prior to closing.
Each Special Warrant is exercisable, at no additional costs, for one unit of the Company (each, an “Equity Unit”). Each Equity 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 entitle the holder thereof to acquire one Share at an exercise price of $0.70 per Share, subject to adjustment in certain circumstances, for a period of 36 months from November 8, 2024.
The Special Warrant Offering was conducted in all the provinces of Canada, except Québec, pursuant to available exemptions from prospectus requirements in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), for aggregate gross proceeds of $1,800,000. The Special Warrant Offering was also conducted in the United States pursuant to exemptions from the registration requirements under Regulation D of the United States Securities Act of 1933, as amended (the “1933 Act”), subject to receipt of all necessary regulatory approvals, and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. The Equity Units will be subject to a statutory hold period of four months in accordance with applicable Canadian securities laws.
In connection with the Offering, the Company: (i) paid to certain finders and advisors an aggregate cash commission of C$91,325; and (ii) issued to certain finders and advisors an aggregate of 182,650 compensation warrants (the “Compensation Warrants”). Each Compensation Warrant will be exercisable into one Equity Unit at the Offering Price for a period of 36 months following November 8, 2024.
The net proceeds of the Special Warrant Offering will be used for general working capital purposes, to fund ongoing operations, and to fund research and development, including the development of Genius.
| 5.2 | Disclosure for Restructuring Transactions |
N/A
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
N/A
| Item 7 | Omitted Information |
None.
| Item 8 | Executive Officer |
For further information, contact:
Kevin Wilson
Chief Financial Officer
Tel. (323) 868-0514
Email: Kevin.w@verses.io
| Item 9 | Date of Report |
November 18, 2024
Exhibit 99.5
51-102F3
Material Change Report
| Item 1 | Name and Address of Company |
VERSES AI Inc. (the “Company” or “VERSES”)
205 - 810 Quayside Drive
New Westminster, British Columbia V3M 6B9
| Item 2 | Date of Material Change |
November 8, 2024.
| Item 3 | News Release |
The news release was disseminated on November 8, 2024 through Globe Newswire and subsequently filed on SEDAR+.
| Item 4 | Summary of Material Change |
The Company announced that it had closed the first tranche of its previously announced non-brokered private placement of 5,807,700 units of the Company (the “LIFE Units”) at a price of C$0.50 per LIFE Unit (the “Offering Price”) for aggregate gross proceeds of C$2,903,850 (the “LIFE Offering”).
| Item 5 | Full Description of Material Change |
The Company announced that it had closed the first tranche of its previously announced LIFE Offering of 5,807,700 LIFE Units at the Offering Price for gross proceeds of C$2,903,850.
Each LIFE 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 entitle the holder thereof to acquire one Share at an exercise price of $0.70 per Share, subject to adjustment in certain circumstances, for a period of 36 months from November 8, 2024.
The LIFE Offering was structured to take advantage of the listed issuer financing exemption from prospectus requirements (the “Exemption”) in Part 5A of NI 45-106, whereby shares issued pursuant to the Exemption are freely tradeable listed equity securities not subject to any hold period (see below).
The LIFE Offering was conducted in all the provinces of Canada, except Québec, under the Exemption, for aggregate gross proceeds of C$2,903,850. The LIFE Offering was also conducted in the United States pursuant to exemptions from the registration requirements under Regulation D of the United States Securities Act of 1933, as amended (the “1933 Act”), subject to receipt of all necessary regulatory approvals, and in those other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. The LIFE Units are not subject to resale restrictions pursuant to applicable Canadian securities laws, however, the LIFE Units (and underlying Shares, Warrants and Warrant Shares) offered and sold to persons in the United States, will be considered restricted securities under the 1933 Act and will contain a restrictive legend referencing the 1933 Act.
In connection with the Offering, the Company: (i) paid to certain finders and advisors an aggregate cash commission of C$103,675; and (ii) issued to certain finders and advisors an aggregate of 207,350 compensation warrants (the “Compensation Warrants”). Each Compensation Warrant will be exercisable into one Equity Unit at the Offering Price for a period of 36 months following the Closing Date.
The net proceeds of the LIFE Offering will be used for general working capital purposes, to fund ongoing operations, and to fund research and development, including the development of Genius, all as more particularly described in the offering document dated November 8, 2024 that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at verses.ai.
In connection with the Transaction, A.G.P. Canada Investments ULC acted as exclusive financial advisor.
| 5.2 | Disclosure for Restructuring Transactions |
N/A
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
N/A
| Item 7 | Omitted Information |
None.
| Item 8 | Executive Officer |
For further information, contact:
Kevin Wilson
Chief Financial Officer
Tel. (323) 868-0514
Email: Kevin.w@verses.io
| Item 9 | Date of Report |
November 18, 2024