Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 October 2024

 

Commission File No. 001-39730

 

VISION MARINE TECHNOLOGIES INC.

(Translation of registrant’s name into English)

 

730 Boulevard du Curé-Boivin

Boisbriand, Québec, J7G 2A7, Canada

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

 

Form 20-F x    Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ¨

 

 

 

 

 

 

Other Events

 

On October 3, 2023, Vision Marine Technologies Inc., a Quebec corporation (the “Company”) received a determination from the Nasdaq Stock Market, LLC hearings panel (the “Panel”) granting the Company’s request for the continued listing of its ordinary shares on Nasdaq, subject to the Company evidencing compliance with all applicable criteria for initial listing on The Nasdaq Capital Market, and certain other interim conditions. The Company is diligently working to timely evidence compliance with the terms of the Panel’s decision, which will include the implementation of a reverse stock split and satisfaction of Nasdaq continued listing rules including the bid price rule for (i) a minimum of ten consecutive business days following October 8, 2024, and (ii) a minimum of twenty consecutive business days by or before November 4, 2023. There can be no assurances, however, that the Company will be able to satisfy the foregoing criteria for continued listing. Further, the Panel also advised it reserves the right to reconsider the terms of the foregoing based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company’s securities on the Nasdaq Capital Market inadvisable or unwarranted.

 

As previously disclosed, on August 15, 2024, the Company was notified by the Staff of Nasdaq’s Listing Qualifications Department (the “Staff”) that the Staff had determined to delist the Company’s securities from Nasdaq unless the Company timely requested a hearing before the Panel which the Company did. The Staff’s determination was based upon the Company evidencing: a closing bid price of less than $1.00 per share in contravention of Nasdaq Listing Rules 5550(a)(2). The Panel’s October 3, 2024 decision as outlined above is the result of such hearing.

 

On October 4, 2024, the Company announced via press release, the results of the determination of the Panel and the impending consolidation of its common shares via a 1-for-9 reverse stock split to become effective on October 8, 2024 entitled “Vision Marine Technologies Granted Extension for Continued Listing on the Nasdaq Stock Market, Vision Marine Announces Reverse Stock Split to Regain Nasdaq Compliance”. A copy of the press release is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K and incorporated by reference herein.

 

Regulation FD Disclosure

 

On October 4, 2024, the Company announced in the Press Release that that the Company will effect a reverse stock split of its outstanding common shares at a ratio of 1-for-9 that will become effective at 11:59 p.m. Eastern Time on October 7, 2024. The Company’s common shares will begin trading on Nasdaq on a split-adjusted basis when the market opens on October 8, 2024, under the existing symbol, VMAR, and under a new CUSIP number, 92840Q202. No fractional common shares will be issued in connection with the reverse stock split, any fractional shares resultant from the reverse stock split will be rounded up to the next whole common share. This reverse stock split is primarily intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement for continued listing.

 

General

 

The information contained in this Report on Form 6-K of the Company, except for the press releases furnished herewith as Exhibits 99.1 and 99.2 are hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-267893) and Registration Statement on Form S-8 (File No. 333-264089).

 

On September 23, 2024, the Company announced the launch of its new E-Motion 180e inboard electric motor system. A copy of the press release entitled, “Vision Marine Technologies Announces the Launch of the E-Motion(TM) 180e Inboard” is furnished as Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K and incorporated by reference herein.

 

 

Exhibit Index

 

Exhibit No.

 

99.1	Press Release issued by Vision Marine Technologies Inc. on October 4, 2024, to announce the Panel Decision and Reverse Stock Split.

99.2	Press Release issued by Vision Marine Technologies Inc. on September 23, 2024, to announce the launch of of the E-Motion(TM) 180e Inboard

 

 

 

 

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 hereunto duly authorized.

 

	VISION MARINE TECHNOLOGIES INC.
Date: October 4, 2024	By:	/s/ Raffi Sossoyan
	Name:	Raffi Sossoyan
	Title:	Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

 

Vision Marine Technologies Granted Extension for Continued Listing on the Nasdaq Stock Market

 

Vision Marine Announces Reverse Stock Split to Regain Nasdaq Compliance

 

Montreal, Canada – October 4, 2024 – Vision Marine Technologies Inc. (the “Company”) (NASDAQ: VMAR), a pioneer in electric marine propulsion, today announced that it has received an extension from the Nasdaq Hearings Panel to continue its listing on the Nasdaq Capital Market. This extension allows the Company additional time to regain compliance with Nasdaq’s continued listing requirements, subject to meeting specific compliance criteria within designated timeframes.

 

As part of the Company’s strategy to meet Nasdaq’s minimum bid price requirement, the Company’s board of directors (the “Board”) has approved a 1-for-9 reverse stock split of its common shares. The reverse stock split is expected to become effective at the market opening on October 8, 2024 (the “Effective Date”). Following the reverse stock split, Vision Marine's common shares will trade on a split-adjusted basis under its existing Nasdaq ticker symbol, "VMAR." The new CUSIP number for the Company’s common shares post-split will be 92840Q202.

 

The primary goal of the reverse stock split is to increase the per share market price of the Company's common shares in an effort to regain compliance with the minimum $1.00 bid price per share requirement of Nasdaq Listing Rule 5550(a)(2). On September 20, 2024, the Board approved the reverse stock split at the ratio of 9-for-1, and on September 30, 2024, the Board approved the Effective Date.

 

As a result of the reverse stock split, every nine (9) common shares of the Company issued and outstanding will be automatically consolidated into one common share. Proportionate adjustments will be made to the exercise prices and the number of shares underlying the Company's outstanding equity awards, to the Company’s outstanding Series A Convertible Preferred shares and its outstanding Series B Convertible Preferred shares, as applicable, as well as to the number of shares issuable under the Company’s equity incentive plans. The common shares issued pursuant to the reverse stock split will remain fully paid and non-assessable. The reverse stock split will not decrease the number of authorized common shares (which shall remain limitless) or otherwise affect the par value of the common shares.

 

No fractional shares will be issued in connection with the reverse stock split. Shareholders will be issued one whole common share in exchange for any fractional interest that such shareholder would have otherwise received as a result of the reverse stock split.

 

Vstock Transfer LLC, the Company's transfer agent, is acting as the exchange agent for the reverse stock split. Shareholders holding their shares electronically in book-entry form and shareholders who hold their shares through a bank, broker, or other nominee will not need to take any action. Shareholders owning shares through a bank, broker, or other nominee will have their positions adjusted to reflect the reverse stock split.

 

 

 

 

About Vision Marine Technologies Inc.

 

Vision Marine Technologies Inc. (NASDAQ: VMAR) epitomizes the marine industry’s shift towards electric propulsion, offering the pioneering E-Motion™ outboard powertrain system. This innovative technology represents a significant leap forward in marine propulsion, combining advanced battery packs, inverters, and high-efficiency motors with proprietary software and assembly techniques. Vision Marine’s commitment to eco-friendly electric powerboats is reshaping the recreational boating experience, offering higher speeds, longer ranges, and smoother rides than traditional internal combustion engine boats. With a focus on design, innovation, and craftsmanship, Vision Marine continues to redefine recreational boating for a more sustainable future.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include predictions, expectations, estimates, and other information that might be considered future events or trends, not relating to historical matters. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Vision Marine’s Annual Report on Form 20-F for the year ended August 31, 2023, and its periodic filings with the SEC provide a detailed discussion of these risks and uncertainties. Vision Marine does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, as required by law.

 

Investor and Company Contact:

 

Bruce Nurse
[phone]
[e-mail]

 

 

 

 

Exhibit 99.2

 

Vision Marine Technologies Announces the Launch of the E-Motion™ 180e Inboard

The Most Efficient and Powerful Inboard Electric Motor System on the Market

 

Montreal, Canada – September 23, 2024 – Vision Marine Technologies Inc. (NASDAQ: VMAR), a pioneer in electric marine propulsion, is excited to announce the launch of its revolutionary E-Motion™ 180e Inboard electric motor system. Delivering an impressive continuous 180hp at the propeller, this new system opens an important market segment for Vision Marine, significantly expanding the range of vessels that can benefit from its advanced electric propulsion technology.

 

Following extensive development and rigorous testing, the E-Motion™ 180e Inboard system incorporates 95% of the components from the highly successful E-Motion™ outboard motor, so that the outboard motor system can relay the proven reliability and consistent performance of the inboard system. This seamless integration allows Vision Marine to extend its offerings within the electric marine sector, positioning the Company to meet the growing demand for electric propulsion solutions in both outboard and inboard applications.

 

The E-Motion™ 180e Inboard has successfully completed sea trials on a prominent European inboard boat brand, demonstrating its capabilities and readiness for recreational use. Vision Marine’s entry into the inboard engine sector represents a significant step in its strategy to address the rising demand for sustainable, high-performance propulsion systems in recreational boats, catamarans, sailboats, ski boats, wakeboard boats, tugboats, cruisers, and more. 

 

This latest innovation enables Vision Marine to capture a broader segment of the market by catering to a wider range of vessel types. According to Global Market Insights, the global inboard engine market was valued at USD 1.5 billion in 2023 and is projected to grow at a CAGR of 6.4% through 2032, driven by increased recreational boating activities and rising demand for eco-friendly propulsion systems.

“The E-Motion™ 180e Inboard leverages the expertise we've built since 2015, starting with our work on inboard electric propulsion in the Bruce22 model,” said Alexandre Mongeon, CEO of Vision Marine Technologies. “The solid foundation of our E-Motion™ outboard system, developed from this inboard experience, ensures the reliability and efficiency of our new inboard offering. The E-Motion™ 180e Inboard brings the same tested and proven technology to a broader range of vessels, reaffirming our commitment to advancing electric propulsion in the marine industry.”

 

Anticipation is growing as Vision Marine prepares to unveil the E-Motion™ 180e Inboard at the upcoming IBEX International Boat Show on October 2, 2024. This launch will showcase Vision Marine’s commitment to delivering cutting-edge electric propulsion solutions for a diverse range of marine applications.

 

 

 

 

For more information on Vision Marine Technologies and the E-Motion 180e Inboard, please visit https://visionmarinetechnologies.com/

 

About Vision Marine Technologies Inc.

 

Vision Marine Technologies Inc. (Nasdaq: VMAR) epitomizes the marine industry’s shift towards electric propulsion, offering the pioneering E-Motion™ outboard powertrain system. This innovative technology represents a significant leap forward in marine propulsion, combining advanced battery packs, inverters, and high-efficiency motors with proprietary software and assembly techniques. Vision Marine’s commitment to eco-friendly electric powerboats is reshaping the recreational boating experience, offering higher speeds, longer ranges, and smoother rides than traditional internal combustion engine boats. With a focus on design, innovation, and craftsmanship, Vision Marine continues to redefine recreational boating for a more sustainable future.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include predictions, expectations, estimates, and other information that might be considered future events or trends, not relating to historical matters. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Vision Marine’s Annual Report on Form 20-F for the year ended August 31, 2023, and its periodic filings with the SEC provide a detailed discussion of these risks and uncertainties. Vision Marine does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, as required by law.

 

Website: visionmarinetechnologies.com

Twitter: @marine_vision

Facebook: @VisionMarineTechnologies

Instagram: @visionmarine.technologies

YouTube: @VisionMarineTechnologies

 

Investor and Company Contact:

 

Bruce Nurse
[phone]
[e-mail]

 

 

 

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