UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November 2024
Commission
File Number: 333-282301
VERSES
AI INC.
(Translation
of registrant’s name into English)
205
- 810 Quayside Drive
New
Westminster, British Columbia
Canada
V3M 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:
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/
Gabriel René |
| |
Name: |
Gabriel
René |
| |
Title:
|
Chief Executive Officer |
| Date:
November 20, 2024 |
|
|
EXHIBIT
INDEX
Exhibit 99.1
VERSES
Provides Q3 2024 Corporate Update
VANCOUVER,
British Columbia, Oct. 07, 2024 — VERSES AI Inc. (CBOE:VERS) (OTCQX:VRSSF) (“VERSES’’ or the “Company”), a cognitive
computing company specializing in next generation intelligent systems, provides a corporate update.
“As
we work towards getting Genius into the hands of more developers and publish meaningful research that paves the way to our upcoming benchmarks,
we believe that VERSES is well positioned to influence the direction of the AI industry,” said Gabriel René, CEO of VERSES.
“Recent
commercial agreements, strategic funding and recognition by respected research firms like Gartner are signals that others share our vision
and support our alternative approach to creating intelligent systems,” continued Mr. René. “Genius is a new class
of software and the problems we’re tackling, along with their solutions, are as much logical as they are technological. We are
now more clear and more focused than ever on how to deliver Genius and the benchmarks.”
Commercial
Projects
VERSES
recently entered into the first joint smart cities project with Analog, an edge computing company focused on seamlessly connecting people,
places and things using smart sensors and mixed reality devices. This project is centered around taxi fleet management in Abu Dhabi with
the objective of, utilizing Genius, to optimize fleet operations while minimizing congestion and emissions.
This
pilot project is the first in a series of commercial projects that VERSES and Analog, both G42-funded companies, are in talks to develop
together in Abu Dhabi with expected initial generated revenue for VERSES of approximately US$3,000,000. Leveraging Genius, future initiatives
in Abu Dhabi intend to focus on projects in key sectors such as smart mobility, healthcare, and energy.
VERSES
CEO Gabriel René and Analog CEO Alex Kipman recently conducted a webinar to discuss this agreement as well as their visions. The
replay will be available on VERSES’ website.
Operations
& Financial Updates
James
Hendrickson was promoted to Chief Operating Officer to lead the internal organization to meet the staffing, operations, and financial
initiatives that prepare VERSES for the future. Operations have already become more streamlined resulting in a 30% reduction in monthly
costs and steps are being taken to prepare the Company for easier access to US investors and US markets.
Former
Chair Jay Samit moved to an executive role with VERSES as Head of Global Partnerships and Michael Blum was announced as the new Independent
Chair. Mr. Blum is a co-founder and president of Hedgeye Risk Management, a premier independent investment research house whose customer
base advises more than $10 trillion in assets and operates in close to 100 countries. In 2014 Mr. Blum co-founded Firefly Space Systems
which designed and developed space launch vehicles for small payloads working with, among others, NASA, DARPA and Boeing. Previously,
Mr. Blum was the co-founder and chief operating officer of hedge fund Falconhedge Partners LLC. Prior to this, he spent seven years in
Silicon Valley, including at Paypal, developing business and product strategy. Mr. Blum received his Bachelor of Arts in Economics and
International Studies (honors) from Yale University.
Genius
Rollout
VERSES
began its Genius beta program earlier this year and is continuing to work with a targeted group of developers and expects the program
to expand with new partners this quarter.
The
Company also announced completion of a research collaboration with NASA Jet Propulsion Laboratory (JPL), which successfully demonstrated
cross-platform interoperability between Digital Twin (DT) systems for lunar explorations. The project is part of a research phase of
the Genius beta program. VERSES, in partnership with the Spatial Web Foundation, worked with JPL researchers to model data using
Spatial Web standards with the objective of allowing government agencies, private sector aerospace entities, and universities, each having
different technology stacks, to collaborate in a unified real-time simulation of the lunar surface.
Research
& Benchmarks
VERSES
research team led by Chief Scientist Dr. Karl Friston, published more than 25 papers in Q3, among which is a paper titled, “From
pixels to planning: scale-free active inference,” which introduces an efficient alternative foundation to deep learning, reinforcement
learning and generative AI called Renormalizing Generative Models (RGMs) that address foundational problems in artificial intelligence
(AI), namely versatility, efficiency, explainability and accuracy, using a physics-based approach. RGMs are a versatile “universal
architecture” that can be configured and reconfigured to perform many or potentially all of the same tasks as today’s AI
but with far greater efficiency.
The
paper describes how an RGM achieved 99.8% accuracy on a subset of the MNIST digit recognition task, a common benchmark in machine learning,
using only 10,000 training images (90% less data than conventional testing). Sample and compute efficiency translates directly into cost
savings and development speed for businesses building and employing AI systems.
This
and other research lay the foundation for providing results against several industry benchmarks including the previously mentioned Atari
10k Challenge and Melting Pot Challenge.
Events
VERSES
research presented 12 accepted papers at the International Workshop on Active Inference (IWAI), the largest conference dedicated to Active
Inference, a field pioneered by VERSES Chief Scientist Professor Karl Friston. IWAI organizers informed the Company that attendance at
the sold-out event increased by 40% year over year and the number of
papers
submitted increased by 70%, which indicates that Active Inference is gaining momentum among AI researchers1. Themes explored
across the research include advancing the foundational capabilities and efficiencies of Active Inference, multi -agent systems, real-world
applications, emotional and social intelligence, ethical and sustainable development as well as transparency and explainability.
At
the Digital Twin Consortium in Chicago, Michael Wadden presented a keynote entitled “Digital Twin Interoperability for Lunar Exploration”
based on the VERSES work with JPL.
1
https://iwaiworkshop.github.io
Spatial
Web Protocol, Architecture and Governance Standards
On
July 24, VERSES announced that the Institute of Electrical and Electronics Engineers Standards Association (IEEE-SA) P2874 working
group voting members approved the Spatial Web standards: Hyperspace Modeling Language (HSML) and Hyperspace Transaction Protocol
(HSTP).
The
Spatial Web is a hyper-connected, ethically-aligned network of humans, machines, and intelligent systems. HSML and HSTP provide standard
formats for structuring multidimensional information in a unified format that includes the rules, requirements and restrictions that
govern how AI and related systems can interact. The final steps before IEEE publication later this year include addressing comments from
the non-approval votes and verification by a review committee. Future plans for the working group is expected to include developing reference
implementations and exploring governance requirements for various industries. Genius will be the first product to support the Spatial
Web standards.
Gartner
VERSES
was recognized in Gartner’s “2024 Hype Cycle for Artificial Intelligence” report. Listed in the section of the report
titled “First-Principles AI (FPAI),” the report states that First Principles AI is “Transformational” and “On
the rise”. In the discussion of “Why this is Important”, the report states that “FPAI instills a more reliable
representation of the context and the physical reality, yielding more adaptive systems. This leads to reduced training time, improved
data efficiency, better generalization, and greater physical consistency.”
According
to the “Business Impact” section of the report, “FPAI helps train models with fewer data points and accelerates the
training process, helping models converge faster to optimal solutions. It improves the generalizability of models to make reliable predictions
for unseen scenarios, including applicability to nonstationary systems, and enhances transparency and interpretability, boosting trustworthiness.”
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.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 expectation that the joint smart cities project with Analog will generate approximately US$3,000,000 in revenue; that future
initiatives in Abu Dhabi intend to focus on projects in key sectors such as smart mobility, healthcare, and energy; that the Company’s
beta partnership program is expected to expand with new partners this quarter; that future plans for the Spatial Web related working
group is expected to include developing reference implementations and exploring governance requirements for various industries.
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 include, among others:
that the joint smart cities project with Analog will generate approximately US$3,000,000 in revenue; that future initiatives in Abu Dhabi
will focus on projects in key sectors such as smart mobility, healthcare, and energy; that the Company’s beta partnership program
will expand with new partners this quarter; that future plans for the Spatial Web related working group will include developing reference
implementations and exploring governance requirements for various industries. 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 joint smart cities project with Analog will not generate approximately US$3,000,000 in revenue or any at all; that
future initiatives in Abu Dhabi will not focus on projects in key sectors such as smart mobility, healthcare, and energy; that the Company’s
beta partnership program will not successfully expand with new partners this quarter or at all; that future plans for the Spatial Web
related working group will not include developing reference implementations and exploring governance requirements for various industries.
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.
This
news release also contains future-oriented financial information and financial outlook information (collectively, “FOFI”)
as defined under Canadian securities laws, prepared by Verses’ management about Verses’ reasonably estimated prospective
revenue which is subject to the same assumptions, risks factors, limitations and qualifications set forth in the above paragraphs. Readers
are cautioned that FOFI are not guarantees of future performance, and should not be considered as such, since actual results may differ
materially from those expressed in FOFI. Verses and its management believe that FOFI has been prepared on a reasonable basis, reflecting
management’s best estimates and judgements. FOFI contained in this news release were made as of the date of this news release and
is provided for the purpose of describing the belief of Verses’ management of the anticipated revenue from the joint smart cities
project with Analog.
As
a result, there can be no assurance that forward-looking information or FOFI will prove to be accurate, as actual results and future
events could differ materially from those anticipated in this news release. Accordingly, readers should not place undue reliance on the
forward-looking information or FOFI contained in this news release. Verses does not undertake any obligation to publicly update or revise
any forward-looking information or FOFI other than as required under applicable securities laws.
Exhibit
99.2
VERSES
AI Inc. Announces Closing of First Tranche of LIFE Private Placement Offering
THIS
NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER,
British Columbia, Nov. 08, 2024 -- VERSES AI Inc. (CBOE: VERS) (OTCQX:VRSSF) (“VERSES” or the
“Company”) is pleased to announce that it closed the first tranche of its previously announced non-brokered private
placement of 5,807,700 units of the Company (the “LIFE Units”) at a price of $0.50 per LIFE Unit (the “Offering
Price”) for aggregate gross proceeds of $2,903,850 (the “LIFE Offering”).
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 November 8, 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
of C$2,903,850. 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 Offering, the Company: (i) paid to certain finders and advisors an aggregate cash commission of C$103,675; and (ii)
issued to certain finders and advisors an aggregate of 207,350 compensation warrants (the “Compensation Warrants”). Each
Compensation Warrant will be exercisable into one Equity Unit at the Offering Price for a period of 36 months following the Closing Date.
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.
In
connection with the Transaction, A.G.P. Canada Investments ULC acted as exclusive financial advisor.
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
416-543-3120
Cautionary
Note Regarding Forward-Looking Statement
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 others, the Company’s ability
to complete the LIFE Offering on the terms announced or at all and the use of proceeds of the LIFE Offering and LIFE Offering. Such statements
and information reflect the current view of VERSES. There are risks and uncertainties that may cause actual results to differ materially
from those contemplated in those forward-looking statements and information.
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 include, among others:
the ability of the Company to complete the LIFE Offering on the terms announced or at all and the ability of the Company to use the proceeds
of the LIFE Offering as announced or at all; the ability of the Company to obtain all necessary approvals, including approval of the
Exchange; currency fluctuations; limited business history of 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 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).
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.
Neither
the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for
the adequacy or accuracy of this press release.
Exhibit
99.3
VERSES
Closes Second Tranche of LIFE Offering Bringing Aggregate Funds Raised to $5.2M From Recent Offerings
THIS
NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER,
British Columbia, Nov. 15, 2024 — VERSES AI Inc. (CBOE: VERS) (OTCQB:VRSSF) (“VERSES” or the “Company”)
is pleased to announce that it closed the second tranche of its previously announced non-brokered private placement (the “LIFE
Offering”) of units of the Company (the “LIFE Units”) for aggregate gross proceeds in this second tranche
of $512,800. The first tranche of the LIFE Offering closed on November 8, 2024 for aggregate gross proceeds of $2,903,850. On November
8, 2024 the Company also closed a non-brokered private placement of special warrants of the Company for aggregate gross proceeds of $1,800,000.
Pursuant
to the second tranche of the LIFE Offering, the Company issued 1,025,600 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 November 15, 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 second tranche of C$512,800. 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 second tranche of the LIFE Offering, the Company: (i) paid to certain finders and advisors an aggregate cash commission
of C$30,082; and (ii) issued to certain finders and advisors an aggregate of 60,164 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 November 15, 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
416-543-3120
Cautionary
Note Regarding Forward-Looking Statement
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 others, the ability of the Company to use the proceeds of the LIFE Offering as announced or at all. Such statements and
information reflect the current view of VERSES. There are risks and uncertainties that may cause actual results to differ materially
from those contemplated in those forward-looking statements and information.
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 include, among others:
the ability of the Company to complete the LIFE Offering on the terms announced or at all and the ability of the Company to use the proceeds
of the LIFE Offering as announced or at all; currency fluctuations; limited business history of 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 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).
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.
Neither
the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for
the adequacy or accuracy of this press release.
Exhibit
99.4
51-102F3
Material
Change Report
| Item
1 | 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 |
November
8, 2024.
The
news release was disseminated on November 8, 2024 through Globe Newswire and subsequently filed on SEDAR+.
| Item
4 | Summary
of Material Change |
The
Company announced that it had closed its previously announced non-brokered private placement of 3,600,000 special warrants of the Company
(the “Special Warrants”) at a price of $0.50 (the “Offering Price”) per Special Warrant for aggregate
gross proceeds of $1.8 million (the “Special Warrant Offering”). The Company’s decision to increase the size
of the Special Warrant Offering from $1.6 million to $1.8 million was accepted by Cboe Canada (the “Exchange”) prior
to closing.
| Item
5 | Full
Description of Material Change |
The
Company announced that it had closed its previously announced Special Warrant Offering of 3,600,000 Special Warrants at the Offering
Price for aggregate gross proceeds of $1.8 million. The Company’s decision to increase the size of the Special Warrant Offering
from $1.6 million to $1.8 million was accepted by the Exchange prior to closing.
Each
Special Warrant is exercisable, at no additional costs, for one unit of the Company (each, an “Equity Unit”). Each
Equity Unit consists 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 November 8, 2024.
The
Special Warrant Offering was conducted in all the provinces of Canada, except Québec, pursuant to available exemptions from prospectus
requirements in National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), for aggregate gross proceeds
of $1,800,000. The Special Warrant 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 Equity Units will be subject to a statutory
hold period of four months in accordance with applicable Canadian securities laws.
In
connection with the Offering, the Company: (i) paid to certain finders and advisors an aggregate cash commission of C$91,325; and (ii)
issued to certain finders and advisors an aggregate of 182,650 compensation warrants (the “Compensation
Warrants”). Each Compensation Warrant will be exercisable into one Equity Unit at the Offering
Price for a period of 36 months following November 8, 2024.
The
net proceeds of the Special Warrant Offering will be used for general working capital purposes, to fund ongoing operations, and to fund
research and development, including the development of Genius.
| 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.
For
further information, contact:
Kevin
Wilson
Chief
Financial Officer
Tel.
(323) 868-0514
Email:
Kevin.w@verses.io
November
18, 2024
Exhibit
99.5
51-102F3
Material
Change Report
| Item
1 | 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 |
November
8, 2024.
The
news release was disseminated on November 8, 2024 through Globe Newswire and subsequently filed on SEDAR+.
| Item
4 | Summary
of Material Change |
The
Company announced that it had closed the first tranche of its previously announced non-brokered private placement of 5,807,700 units
of the Company (the “LIFE Units”) at a price of C$0.50 per LIFE Unit (the “Offering Price”) for
aggregate gross proceeds of C$2,903,850 (the “LIFE Offering”).
| Item
5 | Full
Description of Material Change |
The
Company announced that it had closed the first tranche of its previously announced LIFE Offering of 5,807,700 LIFE Units at the Offering
Price for gross proceeds of C$2,903,850.
Each
LIFE Unit consists 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 November 8, 2024.
The
LIFE Offering was 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 was conducted in all the provinces of Canada, except Québec, under the Exemption, for aggregate gross proceeds of
C$2,903,850. 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 Offering, the Company: (i) paid to certain finders and advisors an aggregate cash commission of C$103,675; and (ii)
issued to certain finders and advisors an aggregate of 207,350 compensation warrants (the “Compensation Warrants”).
Each Compensation Warrant will be exercisable into one Equity Unit at the Offering Price for a period of 36 months following the Closing
Date.
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.
In
connection with the Transaction, A.G.P. Canada Investments ULC acted as exclusive financial advisor.
| 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.
For
further information, contact:
Kevin
Wilson
Chief
Financial Officer
Tel.
(323) 868-0514
Email:
Kevin.w@verses.io
November
18, 2024
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