Verses AI Inc. 8-K

What Happened
Verses AI Inc. (VRSSF) filed an 8-K on Dec. 29, 2025, disclosing that it closed a private placement offering on Dec. 18, 2025 issuing 2,650 secured convertible debenture units for an aggregate principal amount of CAD$2,650,000. The Company received CAD$2,400,000 in cash after fees. A press release announcing the closing was issued Dec. 19, 2025 (Item 8.01).

Key Details

• The Offering: 2,650 Units issued; each Unit = one 15% senior secured convertible debenture (CAD$1,000 principal) + 164 detachable warrants. Total Warrants issued = 434,600.
• Cash and terms: Gross value CAD$2,650,000; net cash proceeds CAD$2,400,000 after fees. Debentures mature Dec. 18, 2027 and bear 15% annual interest payable in arrears.
• Conversion & warrants: Debentures (and accrued interest) are convertible at the holder’s option into Class A Subordinate Voting Shares at CAD$3.04 per share. Warrants are exercisable for three years at CAD$7.00 per share.
• Security and ranking: Debentures rank senior to all other existing and future indebtedness and are secured by a first-ranking security interest over all present and after-acquired assets.

Why It Matters
This transaction creates a new secured debt obligation (15% interest, maturing Dec. 18, 2027) and potential equity dilution through conversion of debentures and exercise of 434,600 warrants. The net proceeds are earmarked for general working capital, which may help operations or runway in the near term, but investors should note the interest cost and the potential for new shares to be issued if conversion or interest-in-kind elections occur. The filing includes the debenture and warrant forms and a company press release announcing the closing.