6-K
Verses AI Inc. (VRSSF)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2024
CommissionFile Number: 000-56692
VERSESAI INC.
(Translation of registrant’s name into English)
205- 810 Quayside Drive
NewWestminster, British Columbia
CanadaV3M 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:
| ☐<br> Form 20-F | ☒<br> 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/ Kevin Wilson | |
| Name: | Kevin<br> Wilson | |
| Title: | Chief<br> Financial Officer | |
| Date:<br> December 13, 2024 |
| -2- |
| --- |
EXHIBITINDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | News Release dated December 9, 2024 – VERSES Closes Third Tranche of LIFE Offering |
| 99.2 | News Release dated December 11, 2024 – VERSES Releases Latest Version of Genius™ |
| -3- |
| --- |
Exhibit99.1
VERSES Closes Third Tranche of LIFE Offering
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, Dec. 09, 2024 — VERSES AI Inc. (CBOE: VERS) (OTCQB:VRSSF) (“VERSES” or the “Company”) is pleased to announce that it closed the third tranche of its previously announced non-brokered private placement (the “LIFE Offering”) of units of the Company (the “LIFE Units”) for gross proceeds in this third tranche of $770,000 from a single investor. The first tranche of the LIFE Offering closed on November 8, 2024, for aggregate gross proceeds of $2,903,850 and the second tranche of the LIFE Offering closed on November 15, 2024, for aggregate gross proceeds of $512,800.
Pursuant to the third tranche of the LIFE Offering, the Company issued 1,540,000 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 December 9, 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 third tranche of $770,000. 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 third tranche of the LIFE Offering, the Company: (i) paid to certain finders and advisors an aggregate cash commission of $50,050; and (ii) issued to certain finders and advisors an aggregate of 100,100 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 December 9, 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
Cautionary Note Regarding Forward-Looking Statement
Whenused in this press release, the words “estimate”, “project”, “belief”, “anticipate”,“intend”, “expect”, “plan”, “predict”, “may” or “should” andthe negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statementsand information. Although VERSES believes, in light of the experience of their respective officers and directors, current conditionsand expected future developments and other factors that have been considered appropriate, that the expectations reflected in the forward-lookingstatements and information in this press release are reasonable, undue reliance should not be placed on them because the parties cangive no assurance that such statements will prove to be correct. The forward-looking statements and information in this press releaseinclude, among others, the ability of the Company to use the proceeds of the LIFE Offering as announced or at all. Such statements andinformation reflect the current view of VERSES. There are risks and uncertainties that may cause actual results to differ materiallyfrom those contemplated in those forward-looking statements and information.
Bytheir nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actualresults, performance or achievements, or other future events, to be materially different from any future results, performance or achievementsexpressed or implied by such forward-looking statements. There are a number of important factors that could cause VERSES actual resultsto differ materially from those indicated or implied by forward- looking statements and information. Such factors include, among others:the ability of the Company to use the proceeds of the LIFE Offering as announced or at all; currency fluctuations; limited business historyof 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 undertakesno obligation to comment on analyses, expectations or statements made by third parties in respect of its securities or its financialor operating results (as applicable).
VERSEScautions that the foregoing list of material factors is not exhaustive. When relying on VERSES’ forward-looking statements andinformation to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potentialevents. VERSES has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statementsand information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subjectto change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-lookinginformation 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 requiredin accordance with applicable laws.
Neitherthe Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility forthe adequacy or accuracy of this press release.
Exhibit99.2
VERSES Releases Latest Version of Genius™
Powerful New Features Include High Performance Agent, Advanced Reasoning, Planning, and Explainability
VANCOUVER, British Columbia, Dec. 11, 2024 — VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSF) (“VERSES’’ or the “Company”), a cognitive computing company specializing in next-generation intelligent systems, announces the release of a software update of its flagship product Genius™ to its beta program participants.
“Our flagship product, Genius, features a collection of tools designed for developing and deploying Genius agents, assisting machine learning practitioners—such as programmers, coders, engineers, and researchers—in tackling unprecedented AI challenges,” said Hari Thiruvengada, Ph.D., VERSES® Chief Technology Officer. “In this release, we are introducing powerful enhanced reasoning and planning capabilities, accompanied by comprehensive explainability, to our toolkit. Furthermore, we have improved the user experience by providing a new model building interface with simplified tutorials and deployment processes based on initial feedback from early beta users. This is merely the beginning of our commitment to continuous improvement. Looking ahead, our product roadmap is strategically designed to deliver additional valuable and advanced capabilities to our customers shortly.”
“Led by Hari, our product team has done an incredible job advancing Genius towards this commercial release,” said Gabriel René, founder and CEO of VERSES. “Genius is truly groundbreaking with capabilities beyond state of the art Gen AI tools. Genius enables agents to reason, like we do as humans, to plan and take actions based on that reasoning, while offering explainability and traceability. We are excited with this rollout to get these tools into new partners and developers hands, to empower them to elevate their abilities to create agent-based solutions across a spectrum of industries.”
“Beyond this, we look forward to showcasing some of the early performance results in comparison to other AI models both in benchmark tests as well as additional side by side demonstrations in the near future.”
This release will initially be available to existing beta partners, select journalists, and industry experts.
The Company anticipates offering the commercial release of Genius to new partners in the coming months.
Product Features:
Genius Agent: A simplified and high-performing standard agent that can run on any compatible data model.
Modeling & Validation Tooling: Intuitive low-code user interface for modeling and structuring cause and effect in data.
Robust APIs: enable users to directly access and integrate inference capabilities to their existing tools and infrastructure.
Enhanced Inference and Learning: Advanced Reasoning and planning for making decisions with uncertainty using Bayesian inference.
Genius User Enablement: Simplified tutorials and examples allow users to start quickly and achieve value faster.
Ease of installation and use: VERSES Cloud hosted offering enables quick access and availability.
User Analytics: Integrated tools for user analytics for optimal management of features and user performance.
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 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: 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 potential future smart city projects, and the ability of the Company to satisfy the intended goals and objectives of the current smart city project.
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 VERSUS’ actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors may include, among other things, the ability of the Company to negotiate contracts for future smart city projects, or the ability of the Company to achieve the intended goals and objectives of the current smart city project. 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: the risk that the Company will be unsuccessful in negotiating contracts for future smart city projects; and that the Company may not be able to achieve the intended goals and objectives of the current smart city project. 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.