Key Takeaways
• Verses AI Inc. priced a public offering of 2.75 million units at $2.88 per unit, totaling $7.92 million in gross proceeds
• Each unit consists of one share and half of a warrant, exercisable at $3.60 per share for 36 months
• The offering is filed under both U.S. and Canadian regulatory systems, with documents accessible via EDGAR and SEDAR+
• Net proceeds will fund research and development, working capital, and general corporate purposes
Verses AI Inc. (CBOE: VERS | OTCQB: VRSSD), a company at the forefront of cognitive computing, has announced the pricing of a public offering to raise $7.92 million (C$11 million). The company will issue 2,750,000 units at a price of $2.88 per unit (C$4.00). Each unit comprises:
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One Class A subordinate voting share
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One-half of a share purchase warrant
Warrants included in the offering will be exercisable at $3.60 per share (C$5.00) and will be valid for 36 months from issuance.
The offering is being conducted under a previously filed base shelf prospectus and a U.S. registration statement on Form F-10, both of which remain in effect.
• Offering includes both Canadian and U.S. investor participation
• Warrants provide a future equity incentive over a three-year window
• Effective SEC registration allows wider access to U.S. capital markets
Purpose and Use of Funds
According to Verses AI, the capital raised will be directed toward several operational priorities, particularly around innovation and growth.
“The net proceeds of the Offering will 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.”
The company has emphasized its commitment to advancing its nature-inspired cognitive computing platform, using the funding to support research breakthroughs, ongoing development, and organizational infrastructure.
Regulatory Compliance and Market Reach
Verses has structured the offering to comply with both Canadian and U.S. securities frameworks, broadening its market appeal and investment accessibility:
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In Canada, the offering is issued under a base shelf prospectus receipted on September 26, 2024, supplemented by a forthcoming document to be filed across all provinces and territories excluding Québec.
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In the U.S., the offering is covered under Form F-10, declared effective by the SEC on October 1, 2024 (File No. 333-282301).
Offering documents are publicly accessible on:
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SEDAR+ for Canadian filings
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EDGAR for U.S. regulatory filings
• U.S. and Canadian compliance ensures cross-border investor access
• Official documents are available on EDGAR and SEDAR+ for due diligence
• Quebec is excluded from Canadian participation in this offering
Lead Agents and Market Execution
Verses AI appointed established financial partners to manage the offering:
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A.G.P. Canada Investments ULC serves as the lead Canadian agent
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Clear Street LLC leads the U.S. syndicate, alongside A.G.P./Alliance Global Partners
These agents are tasked with executing the transaction, handling investor inquiries, and ensuring compliance with regional regulatory requirements.
Investor Considerations and Risk Disclosure
While Verses AI remains optimistic about the offering’s impact on its long-term goals, it has issued transparent caution regarding potential risks associated with the transaction and its future outlook.
“There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.”
The company points to several risk factors including:
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Market volatility
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Timing and success of regulatory approvals (e.g., from Cboe Canada Inc.)
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The allocation and effective deployment of proceeds
Investors are advised to review the company’s Annual Information Form (July 2, 2024) and other incorporated documents for a complete understanding of these risks.
• Risks include market conditions, approval delays, and use-of-proceeds variances
• Verses encourages review of its AIF and registration filings before investing
• Forward-looking statements are not guarantees of future performance
Verses AI Inc.’s $7.92 million offering demonstrates the company’s commitment to long-term innovation in cognitive computing, providing critical capital to fuel research, development, and operational resilience.
The offering, backed by regulatory transparency and strong agent partnerships, positions Verses for continued growth and investor engagement across North America.
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