VANCOUVER, British Columbia — December 19, 2025 — Leads & Copy — VERSES AI Inc. has announced the closing of a non-brokered private placement offering of secured convertible debenture units for gross proceeds of CAD$2.65 million, with C$2.4 million in cash.
Each unit consists of CAD$1,000 principal amount of secured convertible debentures and 164 detachable share purchase warrants. The convertible debentures are convertible into Class A Subordinate Voting Shares of the Company at a conversion price of CAD$3.04 per share, subject to customary anti-dilution adjustments.
The warrants are exercisable at a price of CAD$7.00 per share until December 18, 2028.
The convertible debentures mature on December 18, 2027, and bear interest at a rate of 15% per annum, payable in arrears on the earlier of conversion, prepayment, or the maturity date, in either cash or, at the option of the holder, by the issuance of shares at the conversion price, subject to approval of Cboe Canada Inc.
The convertible debentures are secured by a first-ranking security interest over all present and after-acquired property and assets of the company. The company intends to use the net proceeds from the offering for general working capital purposes.
The securities issued under the offering are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada. The offering is subject to final approval by the Exchange.
The securities offered under the Offering will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and none of the Units, Convertible Debentures, Warrants, or Shares issuable upon exercise or conversion of the Warrants or Convertible Debentures may be offered or sold in the United States absent registration under the U.S. Securities Act and all applicable state securities laws or an applicable exemption from such registration requirements.
VERSES® is a cognitive computing company building next-generation agentic software systems modeled after the wisdom and genius of Nature. Its flagship product, Genius™, is an agentic enterprise intelligence platform designed to generate reliable domain-specific predictions and decisions under uncertainty.
Gabriel René, Founder & CEO, VERSES AI Inc.
Press Inquiries: press@verses.ai
Investor Relations Inquiries:
James Christodoulou, Chief Financial Officer
ir@verses.ai, +1(212)970-8889
Source: VERSES AI Inc.
