UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not Applicable
(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 Chief Financial Officer James Christodoulou and Interim Chief Executive Officer David Scott
Resignations of James Christodoulou and David Scott
On June 26, 2026, James Christodoulou, the Chief Financial Officer of Verses AI Inc. (the “Company”) informed the Company’s Board of Directors (the “Board”) that he was resigning as Chief Financial Officer and all other positions in the Company and its subsidiaries effective immediately.
On June 30, 2026, David Scott, the Interim Chief Executive Officer of the Company informed the Board that he was resigning as Interim Chief Executive Officer effective immediately. He remains a Director of the Company.
The Board acknowledges receipt of Mr. Christodoulou’s and Mr. Scott’s resignations.
These personnel changes align with the previously announced discontinuation of the Company’s artificial intelligence research and development activities.
Item 8.01 Other Events.
On July 2, 2026, the Company issued a press release announcing the resignations of Mr. Christodoulou and Mr. Scott. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated July 2, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. | ||
| July 2, 2026 | By: | /s/ Michael Blum |
| Michael Blum | ||
| Chairman of the Board | ||
Exhibit 99.1
VERSES AI Announces Resignation of James Christodoulou, Chief Financial Officer and David Scott, Interim Chief Executive Officer
VANCOUVER, British Columbia – July 2, 2026 (GLOBE NEWSWIRE) — VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSD) (“VERSES’’ or the “Company”), today announced that on June 26, 2026, James Christodoulou, Chief Financial Officer and Chief Accounting Officer tendered his resignation. Also, on June 30, 2026 David Scott, Interim Chief Executive Officer tendered his resignation.
The Company has accepted the resignations of James Christodoulou and David Scott which align with the previously announced discontinuation of the Company’s artificial intelligence research and development activities.
The Company is continuing to pursue a range of financing and strategic opportunities designed to maximize shareholder value; however, there can be no assurance that this pursuit will result in any transaction that will enable the Company to continue operations. There can be no assurance regarding the outcome or timing of this process. The Company may determine that no transaction or opportunity is appropriate.
About VERSES
VERSES® previously developed cognitive computing and next-generation intelligent agentic systems modeled after the wisdom and genius of Nature. The Company is continuing to pursue a range of financing and strategic opportunities designed to maximize shareholder value; however, there can be no assurance that this pursuit will result in any transaction that will enable the Company to continue operations. There can be no assurance regarding the outcome or timing of this process. The Company may determine that no transaction or opportunity is appropriate.
On behalf of the Company
Michael Blum, Chairman of the Board, VERSES AI Inc.
Press Inquiries: [email protected]
Investor Relations Inquiries
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 Company’s plan to concentrate resources on core target markets and highest-priority initiatives; the Company’s workforce restructuring drastically reducing its operating costs and liquidity position; and the identified core target market providing the fastest speed to market, the greatest ability to capture market share, and the maximum return on investment.
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 the restructuring and related actions will deliver the anticipated operating cost reductions and improvements to liquidity position; the Company will maintain continuity of key operations, systems, vendor relationships and customer service levels during and after the restructuring; sufficient leadership and critical staff will be retained or recruited to execute the refocused strategy and serve the core target market; and demand within the identified core target market will materialize as expected, allowing faster speed to market, share capture and attractive returns on investment. 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, loss of personnel, knowledge transfer gaps, systems changes or vendor transitions could impair service levels, delivery timelines or product quality; severance and other one-off charges may offset projected savings; inability to retain or hire critical leadership and technical personnel could impede strategy execution and customer support; demand in the identified core market may be weaker than expected; 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.