UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2025

VERSES AI INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada		000-56692		88-2921736
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2121 Avenue of the Stars, 8th Floor

Los Angeles, CA 90067

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (310) 988-1944

205 - 810 Quayside Drive

New Westminster, British Columbia

Canada V3M 6B9

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 17, 2025, Verses AI Inc. (the “Company”) issued a press release announcing that effective immediately, James Hendrickson, the Chief Operating Officer of the Company, has also assumed the role of President of the Company, replacing Dan Mapes who has retired from such position, but will continue to work with the Company as the Company’s President Emeritus and Director of Global Development.

Mr. Hendrickson, age 47, has served as the Company’s Chief Operating Officer since July 2024, and was President and General Manager of VERSES Enterprise at the Company from January 2022 to July 2024. Before joining the Company, Mr. Hendrickson was Head of Strategic Partnerships and Global Alliances at AI robotics maker Berkshire Grey, Inc. from October 2020 to January 2022, where he focused on building their global partner program. Prior to that, Mr. Hendrickson served as Director of Product and Offering Management at Honeywell from September 2018 to October 2020, Manager of Product Management at Honeywell from June 2017 to August 2018 and Senior Product Manager of Retail Solutions at Honeywell from September 2013 to May 2017. Mr. Hendrickson has a Bachelor of Arts degree from Grove City College.

Mr. Hendrickson has no family relationships with any current director, director nominee, or executive officer of the Company, and there are no transactions or proposed transactions, to which the Company is a party, or intended to be a party, in which Mr. Hendrickson has, or will have, a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Mr. Hendrickson was not appointed as the Company’s President pursuant to any arrangement or understanding with any other person. Mr. Hendrickson’s term of office as the Company’s President will be indeterminate.

A copy of the press release announcing the foregoing changes is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated April 17, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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.

	VERSES AI INC.

Dated: April 23, 2025	By:	/s/ James Christodoulou
	Name:	James Christodoulou
	Title:	Chief Financial Officer

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Exhibit 99.1

VERSES® Promotes James Hendrickson to President and Chief Operating Officer

Dan Mapes to Assume Role of President Emeritus and Director of Global Development

VANCOUVER, British Columbia, April 17, 2025 — VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSD) (“VERSES’’ or the “Company”) a cognitive computing company specializing in next-generation intelligent software systems announces that James Hendrickson has been promoted to the role of President and Chief Operating Officer (COO) of VERSES AI.

“James has demonstrated extraordinary leadership and operational excellence since joining VERSES,” said Gabriel René, Founder and CEO of VERSES. “As we prepare for the expected commercial launch of our flagship Genius™ platform, I believe James’ experience of scaling up tech operations will be critical. I believe his background at both large enterprises, like Honeywell, and small start-ups, like Berkshire Grey which eventually became listed on the Nasdaq, will help our Company to navigate the next stages of growth.”

“I’m honored to take on this new responsibility during such a pivotal time for VERSES,” said James Hendrickson. “My top priority will always be ensuring that we design and bring quality products to the market that our users want and need and to create value for our shareholders. I believe the anticipated commercial launch of Genius will open many opportunities across industries, including where I have seen Genius already achieve success such as telecom, financial services, transportation and logistics, and technology.”

The Company is also pleased to announce Dan Mapes is leaving his role as President and has been appointed President Emeritus and Director of Global Development where he will continue to work with global partners and thought leaders on furthering the VERSES mission.

“I thank Dan for his contributions as a founder of the Company and look forward to continuing to work together in his new role,” continues Mr. René

To learn more about Genius, please visit: https://www.verses.ai/genius.

Developers can sign up for Genius beta here: https://www.verses.ai/genius-beta-signup

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 planned flagship product, Genius,™ is expected to be a suite of tools for machine learning practitioners to model complex dynamic systems and generate autonomous intelligent agents that continuously 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: [email protected]

Investor Relations Inquiries

U.S., Matthew Selinger, Partner, Integrous Communications, [email protected] 415-572-8152

Canada, Leo Karabelas, President, Focus Communications, [email protected] 416-543-3120

Cautionary Note Regarding Forward-Looking Statements

This news release contains statements which constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and plans of the Company. Forward-looking information and forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions. More particularly and without limitation, this news release contains forward–looking statements and information relating to the planned public commercial launch of our flagship Genius platform, and the many opportunities across industries Genius is expected to create for the Company are not historical facts.

The forward–looking statements and information are based on certain key expectations and assumptions made by the management of the Company. As a result, there can be no assurance that such plans will be completed as proposed or at all. Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that our flagship Genius platform will be publicly launched or that Genius will create many opportunities for the Company across industries. Although management of the Company believes that the expectations and assumptions on which such forward- looking statements and information are based are reasonable, undue reliance should not be placed on the forward–looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward– looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, that the Company will not successfully publicly launch Genius or and that Genius will not create a number of opportunities for the Company across industries, and other risks detailed from time to time in the filings made by the Company in accordance with securities regulations. Accordingly, readers should not place undue reliance on the forward– looking statements and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

The forward–looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward–looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.