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 January 2025
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 Wilson | |
| Title: | Chief<br> Financial Officer | |
| Date:<br> February 18, 2025 |
EXHIBITINDEX
Exhibit99.1
VERSES to Release Atari Benchmark Results at World Economic Forum in Davos
Chief Scientist Karl Friston and Executive Team to be Featured at Key Events to Discuss Details
VANCOUVER, British Columbia, Jan. 13, 2025 — VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSF) (“VERSES’’ or the “Company”), a cognitive computing company specializing in next generation intelligent systems, today announces that Chief Scientist Karl Friston and members of their senior leadership team will be returning to The World Economic Forum Annual Meeting 2025, taking place on January 20-24th in Davos, Switzerland, where they will participate in a number of meetings, panels and interviews.
During this event VERSES plans to release an update on the previously announced Atari 10K Challenge. Preliminary results have demonstrated that VERSES Active Inference-based models can achieve comparable or better performance than current state-of-the-art reinforcement learning models using just 90% less data (10k frames) and a fraction of the compute. The update will contain results and video demonstrations of VERSES meeting or exceeding human-level performance on multiple Atari games.
Please visit our blog or LinkedIn page for regular updates.
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 the Company’s plan to release an update on the previously announced Atari 10k challenge.
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, that the Company will release an update on the previously announced Atari 10k challenge as expected by management. 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 Company will not release an update on the previously announced Atari 10k challenge as expected by management or at all. 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.
Exhibit 99.2
51-102F3 MATERIAL CHANGE REPORT
Item1 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
January 9, 2025.
Item 3 News Release
The news release was disseminated on January 9, 2025 through Globe Newswire and subsequently filed on SEDAR+.
Item 4 Summary of Material Change
The Company announced that it had closed its previously announced “reasonable best efforts” offering by way of prospectus supplement (the “Offering”). Pursuant to the Offering, the Company issued 12,738,853 units of the Company (the “Units”) at a price of C$1.57 per Unit for gross proceeds of approximately C$20,000,000. Each Unit is comprised of one Class A Subordinate Voting Share of the Company (a “Share”) and one-half of one Share purchase warrant (each whole Share purchase warrant, a “Warrant”). Each Warrant shall entitle the holder to purchase one Share of the Company (a “Warrant Share”) at an exercise price of C$1.96 per Warrant Share at any time until January 9, 2028, subject to adjustment in certain events. The Offering was completed pursuant to an agency agreement dated January 9, 2025 between the Company and A.G.P. Canada Investments ULC (“A.G.P.Canada”).
Item 5 Full Description of Material Change
The Company announced that it had closed its previously announced Offering by way of prospectus supplement. Pursuant to the Offering, the Company issued 12,738,853 Units at a price of C$1.57 per Unit for gross proceeds of approximately C$20,000,000. Each Unit is comprised of one Share and one-half of one Warrant. Each Warrant shall entitle the holder to purchase one Warrant Share at an exercise price of C$1.96 per Warrant Share at any time until January 9, 2028, subject to adjustment in certain events. The Offering was completed pursuant to an agency agreement dated January 9, 2025 between the Company and A.G.P. Canada.
A.G.P. Canada acted as the lead agent for the Offering, A.G.P./Alliance Global Partners (A.G.P.) acted as US Agent and Clear Street LLC and TriView Capital Ltd. acted as Financial Advisors in connection with the Offering.
The net proceeds of the Offering are expected to be used primarily to strengthen the Company’s financial position and provide liquidity to finance ongoing operations, including, in particular, the Company’s expenses incurred, and expected to be incurred, in connection with the Company’s research and development objectives, and for working capital and general corporate purposes.
In connection with the Offering, the Company paid A.G.P. Canada a cash commission equal to 8% of the gross proceeds of the Offering and issued to A.G.P. Canada or such selling agents such number of compensation warrants as is equal to an aggregate of 8% of the number of Units sold pursuant to the Offering (the “Compensation Warrants”). Each Compensation Warrant is exercisable into a Unit at an exercise price of C$1.57 per Unit until January 9, 2028. The cash commission and the number of Compensation Warrants was reduced to 2.0% in respect to the portion of aggregate gross proceeds of the Offering attributable to subscribers identified by the Company.
The Offering was completed pursuant to a prospectus supplement dated January 7, 2025 (the “Supplement”) to the Company’s base shelf prospectus receipted on September 26, 2024 (the “Base Shelf Prospectus”). Copies of the Supplement and the Base Shelf Prospectus can be obtained on SEDAR+ at www.sedarplus.ca.
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
January 15, 2025
Exhibit99.3
VERSES Genius™ Agent Outperforms Leading AI Algorithms at Major Industry Benchmark
Demonstrating High Performance in “Atari Challenge” with 90% Less Data, 96% Faster Training, 96% Smaller Model Size; Applicable to Real-World Challenges
VANCOUVER, British Columbia, Jan. 22, 2025 — VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSF) (“VERSES’’ or the “Company”), a cognitive computing company specializing in next-generation intelligent systems, has shared preliminary results on its variant of the “Atari 100K Challenge” a leading AI industry benchmark, where software agents must learn gameplay proficiency, on their own, using a limited amount of training data.
The results, which can be found in a blog post on the Company’s website titled “Mastering Atari Games with Natural Intelligence,” showcase how agents powered by Genius^TM^, a toolkit for developing intelligent agents, were able to match or exceed the performance of state-of-the-art Deep Reinforcement Learning (DRL) and Transformer algorithms using 90% less data. DRL is the algorithm that underpins work such as Google Deepmind’s AlphaZero, AlphaGo, and AlphaFold, while Transformers are the foundation of Generative AI and LLMs like OpenAI’s GPT, and other popular models like Anthropic’s Claude, Google’s Gemini, Meta’s Llama, X.AI’s Grok and others.
“The Atari Challenge represents more than just machines playing games. Video games are a proxy for the complex dynamic systems all around us,” said Gabriel René, founder and CEO of VERSES. “We need AI to help us to better navigate the complexity and uncertainty of the real-world; yet state-of-the-art AI algorithms remain too unreliable, inefficient and unexplainable. While there is more work to be done to productize this research into Genius, we believe these early results and the research behind them signal a historical shift towards developing smarter, safer and more scalable AI.”
The Atari 100k benchmark has been used to test an agent’s ability to excel in three critical areas: interactivity, generalization, and efficiency. VERSES’ variant, known as “Atari 10k,” tests for these same capabilities, using only 1/10th of the sample data. This increase in efficiency reduces the need to rely on large datasets and compute architectures, and indicates applicability to real-world problems where data can be sparse, incomplete, noisy, and where learning may need to occur in real time. Genius agents have demonstrated these capabilities across multiple Atari games by efficiently learning about the objects and physical mechanics of the game environments through interaction, on their own, without the need for human supervision. By learning the hidden cause-effect dynamics in the games, the agents were able to better predict outcomes and select optimal actions to outperform the state-of-the-art models even across multiple games with different objects, dynamics and goals. In contrast, DRL and Transformer architectures must rely on substantial training data and compute as well as bespoke tuning to ‘fit’ with the gameplay mechanics.
“By aligning with how intelligence has evolved in nature and how energy efficient biological systems must act to preserve their existence, we believe that the architecture and methods that underwrite Genius offer a sustainable and scalable means to building ecosystems of authentic, autonomous and agentic intelligence,” said Karl Friston, VERSES Chief Scientist.
“By Applying the Free Energy Principle, the Active Inference framework, and Bayesian Machine Learning, we are working on developing an efficient and generalized architecture that allows intelligent agents to learn and develop expertise across any domain,” said Hari Thiruvengada, VERSES Chief Technology Officer. “The reasoning, planning, and online learning capabilities that allow a Genius Agent to engage in dynamic gameplay is extremely relevant to applications such as classification, recommendations, prediction, and decision-making across a variety of industries, including financial, medical, risk analysis, autonomous driving, robotics and more.”
For a more detailed description and videos of gameplay visit our blog at verses.ai.
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, currently in beta testing phase, 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 the fact that machine intelligence holds the potential of helping the public better navigate the complexity and uncertainty of the real-world; that Genius will be a viable, smarter, safer and more sustainable alternative to current mainstream AI; that the Company is developing an efficient and generalized architecture that allows intelligent agents to learn and develop expertise; the Company’s research and development plans; and the capabilities and benefits of Genius.
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, including, but not limited to, that the Company’s expectations regarding the capabilities and performance of Genius will prove to be accurate; that the Company will have the necessary funds and other resources required to carry out its business plans including the development and commercialization of Genius; that machine intelligence will be able to help the public in the manner expected; that Genius will prove to be a viable, smarter, and more sustainable option to mainstream AI; and that the Company’s development plans will remain unchanged.
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 and risks that could cause VERSES’ actual results to differ materially from those indicated or implied by forward- looking statements and information. Such factors and risks may include, among other things, unanticipated costs; changes in legislation, political instability, and general economic factors impacting the Company’s development and commercialization plans and the Company’s business generally; that the Company’s expectations regarding the capabilities and performance of Genius will prove to be inaccurate; that the Company will fail to raise the necessary capital or fail to acquire or maintain the resources required to carry out its business plans including the development and commercialization of Genius; that machine intelligence will fail to help the public in the manner expected; that Genius will fail to be a viable, smarter, and more sustainable option to mainstream AI; and that the Company’s development plans will change. 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.
Exhibit99.4
VERSES® Partners with Top Australian Telecom for Genius™ Beta
Initial Project to Focus on Fraud Prevention
VANCOUVER, British Columbia, Jan. 27, 2025 — VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSF) (“VERSES’’ or the “Company”), a cognitive computing company specializing in next generation intelligent systems, announces that a leading Australian telecommunications company has joined the Genius beta program to focus on one of the largest issues plaguing their industry globally: fraudulent or illegal use of telecommunications services.
According to credit reporting agency, TransUnion, in 2023 $38.95 Billion was lost to telecom fraud and a report by The Global Leaders’ Forum (GLF), a network of leaders from the world’s largest international carriers, found that 64% of carriers state that fraudulent traffic is a top priority. One of the most common issues telecom operators face today is the prevalence of fraudulent access or hijacked accounts. Although there have been many advances in multi-factor authentication, there are just as many workarounds and hacks to circumvent them.
The telecom provider is eager to implement Genius Agents given their unique ability to model complex dynamic systems, quantify uncertainty, and continuously learn how to make increasingly more accurate predictions.
“VERSES is attracting more large-scale opportunities at an enterprise level where the organization is excited about the capabilities and prospects that Genius provides,” said Michael Wadden, VERSES Chief Commercial Officer. “Genius’ unique ability to continuously reason, predict and act addresses a category of real-world problems that the latest LLMs like OpenAI’s o1 or Deepseek’s R1 still struggle to reliably solve. In this scenario potentially mitigating fraud at scale would create exceptional value for the provider.”
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 the potential of Genius to mitigate fraud for telecom companies and the potential to attract more large- scale opportunities.
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 may include, among other things, the ability of the Company to use Genius to mitigate fraud for telecom companies and the ability of the company to identify more large-scale opportunities. 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 finding more large-scale opportunities and that Genius may not be successful in mitigating fraud for telecom companies. 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.
Exhibit99.5
VERSES® Partners with Leading Global Investment Firm for Genius™ Beta
Project to Focus on Macroeconomic Market Risk, Leveraging Genius Predictive Analysis for Proactive Strategies
VANCOUVER, British Columbia, Jan. 30, 2025 — VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSF) (“VERSES” or the “Company”), a cognitive computing company specializing in next-generation intelligent agent systems, announces that a leading global investment firm has joined the Genius beta program with the intent to mitigate market risk during volatile times, increase their investment returns, and grow their asset base by navigating the markets more consistently.
The initial project is expected to leverage the predictive abilities of Genius to analyze and determine when the macroeconomic environment is shifting. Regime identification and switching models act like a financial weather forecast, helping investment firms anticipate shifts between calm, stable markets and volatile, high-risk periods—allowing them to minimize losses, seize opportunities, and make smarter decisions before the storm hits.
“We believe enabling our partners to ‘get ahead’ of market risks and shift the paradigm from reaction to prediction has the potential to create significant market advantage for our customers and across multiple industries,” said Michael Wadden, VERSES’ Chief Commercial Officer. “We are excited by the opportunity to work with one of the largest and most forward- thinking global financial institutions as part of our Genius beta program. It is important for us to test Genius with larger enterprise customers and applying more complex use cases that span across multiple industries such as risk management. We are thrilled this client selected Genius for this strategic endeavor.”
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, that the initial project is expected to leverage Genius’ predictive abilities to analyze and determine when the macro environment is shifting.
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 may include, among other things, that the initial project will leverage Genius’ predictive abilities to analyze and determine when the macro environment is shifting. 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 initial project will not successfully leverage Genius’ predictive abilities to analyze and determine when the macro environment is shifting as expected by management or at all. 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.