VERSES closes CAD$14M structured financing with Sorbie; receives first CAD$700K tranche

Verses AI Inc.

Notional amount of CAD$14 million; first tranche CAD$700,000 received per press release.
Issued 2,660,000 units (1 common + 1/2 warrant) at CAD$6.00 per unit; warrants exercisable at CAD$7.00 for 36 months.
Additional 11 monthly tranches of CAD$1,209,091 benchmarked against 20-day VWAP with benchmark price CAD$7.75; payout adjusts proportionately.
Proceeds for working capital and general corporate purposes; securities exempt from registration under Regulation S.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Verses AI Inc. issued Warrant for 616,667 Common Shares of warrant to Sorbie Investments LLP for Exercisable at CAD$7.00 per share, issued in connection with the Subscription and Sharing Agreements.

Security: warrant
Shares: Warrant for 616,667 Common Shares
Purchaser: Sorbie Investments LLP
Consideration: Exercisable at CAD$7.00 per share, issued in connection with the Subscription and Sharing Agreements

Exact text from the filing

”) to SILP, which Warrant represents the right to subscribe for 616,667 Common Shares (“ Warrant Shares ”) until November 6, 2028. The Warrant is exercisable at a price of CAD$7.00 per Warrant Share, subject to adjustment in the event of any Adjustment Event (as defined in the Warrant). The issuance of the Common Shares, Warrants and Warrant Shares being

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.97

Verses AI Inc. entered into Warrant Certificate with Sorbie Investments LLP valued at 616,667 Warrant Shares exercisable at CAD$7.00 per share until November 6, 2028 (effective 2025-11-06).

Action: entry
Counterparty: Sorbie Investments LLP
Value: 616,667 Warrant Shares exercisable at CAD$7.00 per share until November 6, 2028
Effective: 2025-11-06

Exact text from the filing

In connection with the foregoing transactions, on November 6, 2025, the Company issued a Warrant Certificate (the " Warrant ") to SILP, which Warrant represents the right to subscribe for 616,667 Common Shares (" Warrant Shares ") until November 6, 2028.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.97

Verses AI Inc. entered into Sharing Agreement with Sorbie Bornholm LP valued at CAD$14,000,000 notional amount, 11 periodic settlement tranches of $1,209,091 each, Benchmark Price (effective 2025-10-31).

Action: entry
Agreement: equity purchase
Counterparty: Sorbie Bornholm LP
Value: CAD$14,000,000 notional amount, 11 periodic settlement tranches of $1,209,091 each, Benchmark Price
Effective: 2025-10-31

Exact text from the filing

On October 31, 2025, the Company and SBLP also entered into a Sharing Arrangement Transaction (the " Sharing Agreement ") which provided additional terms for the transactions contemplated by the Subscription Agreement and other offering documents.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.98

Verses AI Inc. entered into Subscription Agreement with Sorbie Bornholm LP valued at CAD$14,000,000 notional amount, plus CAD$700,000 at closing, for 2,333,334 Units at CAD$6.00 per uni (effective 2025-10-31).

Action: entry
Agreement: equity purchase
Counterparty: Sorbie Bornholm LP
Value: CAD$14,000,000 notional amount, plus CAD$700,000 at closing, for 2,333,334 Units at CAD$6.00 per uni
Effective: 2025-10-31

Exact text from the filing

Effective as of October 31, 2025, Verses AI Inc. (the " Company ") entered into a Subscription Agreement (the " Subscription Agreement ") with Sorbie Bornholm LP (" SBLP ") and Sorbie Investments LLP (" SILP ") pursuant to which the Company could receive an aggregate notional amount of CAD$14,000,000, pursuant to the terms of a Sharing Arrangement Transaction, in exchange for the issuance of a total of 2,333,334 units of the Company’s securities at a price of CAD$6.00 per unit (the " Units ").

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.97

Verses AI Inc. entered into Master Agreement with Sorbie Bornholm LP valued at Additional terms for Subscription Agreement and Sharing Agreement (effective 2025-10-31).

Action: entry
Agreement: equity purchase
Counterparty: Sorbie Bornholm LP
Value: Additional terms for Subscription Agreement and Sharing Agreement
Effective: 2025-10-31

Exact text from the filing

In connection with the Subscription Agreement and the Sharing Agreement, on October 31, 2025, the Company and SBLP entered into a Master Agreement and related schedules (the " Master Agreement ") which provides additional terms for the transactions contemplated by the Subscription Agreement and Sharing Agreement, including obligations of the parties, representations, covenants, events of default, and termination events.

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Verses AI Inc. filing history →

Source: SEC EDGAR

accession 0001493152-25-026029

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