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 December 2024

 

Commission File Number: 000-56692

 

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:

 

☐ Form 20-F

☒ 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: December 30, 2024

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		News Release dated December 23, 2024 - VERSES Renews Agreement with Chief Scientist Karl Friston to Continue Innovation
99.2		Notice of Change of Auditor
99.3		Letter from Former Auditor
99.4		Letter from Successor Auditor

 

 

 

Exhibit 99.1

 

 

VERSES Renews Agreement with Chief Scientist Karl Friston to Continue Innovation

 

Multi-year Contract Builds on Success in Genius™ and Atari Benchmarks for Next-Gen AI

 

VANCOUVER, British Columbia, Dec. 23, 2024 — VERSES AI Inc. (CBOE:VERS) (OTCQB:VRSSF) (“VERSES’’ or the “Company”), a cognitive computing company specializing in next-generation intelligent systems, announces that the Company has extended its exclusive contract with Professor Karl Friston, acclaimed neuroscientist, to continue his role as Chief Scientist. The extension includes additional performance-based incentives that recognize recent breakthroughs in research and development and contributions to its flagship product Genius™ and further expected technological advancements.

 

“Our work with Professor Friston has exceeded our expectations,” said Gabriel René, founder and CEO of VERSES. “His revolutionary theories on Active Inference have been central to the creation and continued development of Genius, as well as our broader cognitive computing initiatives. We believe the results from Genius have been nothing less than spectacular, some of which we previewed with the Mastermind exercise recently. The recent success in the Atari benchmarks further underscores the transformative potential of these systems, and we look forward to sharing more results in the coming weeks. We are thrilled to deepen this collaboration as we build on these milestones and drive innovation forward together.”

 

Professor Friston, whose partnership with VERSES is central to advancing the practical application of his research, shared his thoughts on the renewed agreement:

 

“I am delighted to be able to extend my work with a company so deeply committed to translating the right scientific principles into transformative and sustainable applications,” said Professor Friston. “VERSES’ steadfast dedication to pioneering the commercialization of Active Inference research is already yielding exceptional results. My continued commitment to VERSES reflects not only a shared belief in this ambitious vision, but also a dedication to advancing the groundbreaking work we have undertaken together. I eagerly anticipate contributing to this mission in the years to come — as we aim to shape the future of intelligent ecosystems.”

 

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 suite of tools for machine learning practitioners to model complex dynamic systems and generate autonomous intelligent agents that continuously 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: [e-mail]

 

Investor Relations Inquiries

 

U.S., Matthew Selinger, Partner, Integrous Communications, [e-mail] 415-572-8152

Canada, Leo Karabelas, President, Focus Communications, [e-mail] 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 Verses will be successful at making further technological advancements and the expectation that Verses will announce more results from the Atari benchmarks in the coming weeks.

 

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 VERSUS’ actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors may include, among other things, that Verses will be successful at making further technological advancements and that Verses will announce more results from the Atari benchmarks in the coming weeks. 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 Verses will not be successful at making any further technological advancements and that Verses will not announce more results from the Atari benchmarks in the coming weeks or at all. 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.

 

 

 

Exhibit 99.2

 

VERSES AI INC.

 

CHANGE OF AUDITOR NOTICE

 

TO:	Smythe LLP
AND TO:	M&K CPAS, PLLC
AND TO:	Alberta Securities Commission Autorité des Marchés Financiers British Columbia Securities Commission Financial and Consumer Affairs Authority of Saskatchewan Financial and Consumer Services Commission of New Brunswick Manitoba Securities Commission Nova Scotia Securities Commission Office of the Superintendent of Securities, Newfoundland and Labrador Office of the Superintendent of Securities, Northwest Territories Office of the Superintendent of Securities, Nunavut Office of the Superintendent of Securities, Prince Edward Island Office of the Yukon Superintendent of Securities Ontario Securities Commission

 

In accordance with Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), Verses AI Inc. (the “Company”) hereby gives notice and confirms that:

 

1.	Smythe LLP (the “Former Auditor”), has resigned as auditor of the Company, effective December 10, 2024;

 

2.	the Former Auditor resigned at the Company’s request;

 

3.	M&K CPAS, PLLC (the “Successor Auditor”), has been appointed as successor auditor, to hold office commencing December 10, 2024, until the close of the next annual general meeting of the Company;

 

4.	the audit committee of the Company (the “Audit Committee”) has considered the resignation of the Former Auditor as the Company’s auditor and recommended the appointment of the Successor Auditor as the Company’s auditor;

 

5.	the resignation of the Former Auditor as the Company’s auditor and the appointment of the Successor Auditor as the Company’s auditor were approved by the board of directors of the Company (the “Board”) and the Audit Committee;

 

6.	the Former Auditor has not expressed any modified opinion in its reports on any of the Company’s financial statements for the period commencing at the beginning of the Company’s two most recent financial years and ending at the date of this notice; and

 

7.	to the knowledge of the Board, no “reportable event” as such term is defined in NI-51-102 has occurred in connection with the audits for the period commencing at the beginning of the Company’s two most recent financial years and ending at the date of this notice.

 

[Signature Page Follows]

 

 

 

DATED the 10th day of December, 2024
	VERSES AI INC.
	Per: (signed)	“Gabriel René”
	Name:	Gabriel René
	Title:	Chief Executive Officer

 

 

 

Exhibit 99.3

 

 

December 18, 2024

 

Private and Confidential

 

Alberta Securities Commission

Autorité des Marchés Financiers

British Columbia Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

Financial and Consumer Services Commission of New Brunswick

Manitoba Securities Commission

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Office of the Superintendent of Securities, Nunavut

Office of the Superintendent of Securities, Prince Edward Island

Office of the Yukon Superintendent of Securities

Ontario Securities Commission

 

Dear Sirs/Mesdames:

 

Re:	VERSES AI INC. (the “Company”) Change of Auditor

 

We are writing in accordance with Section 4.11(5)(a) of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”). We wish to confirm that we have read the Notice of Change of Auditor of the Company dated December 10, 2024 and that based on our current knowledge we are in agreement with the information contained in such Notice.

 

Yours very truly,

 

Chartered Professional Accountants

 

 

 

 

 

Exhibit 99.4

 

 

December 20, 2024

 

Alberta Securities Commission

Autorité des Marchés Financiers

British Columbia Securities Commission

Financial and Consumer Affairs Authority of Saskatchewan

Financial and Consumer Services Commission of New Brunswick

Manitoba Securities Commission

Nova Scotia Securities Commission

Office of the Superintendent of Securities, Newfoundland and Labrador

Office of the Superintendent of Securities, Northwest Territories

Office of the Superintendent of Securities, Nunavut

Office of the Superintendent of Securities, Prince Edward Island

Office of the Yukon Superintendent of Securities

Ontario Securities Commission

 

Dear Sirs/ Mesdames

 

Re: VERSES Al INC. (THE “COMPANY”)

 

Notice of Change of Auditor pursuant to Section 4.11 of National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”)

 

In accordance with National Instrument 51-102, we have read the Company’s Change of Auditor Notice dated December 10, 2024 and agree with the information contained therein, based upon our knowledge of the information at this date. We advise that we are in agreement with the information contained in such Notice.

 

Yours very truly,

 

/s/ M&K CPAS, PLLC
The Woodlands, Texas

 

 

 

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