UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 913, 2026

VERSES AI INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

000-56692

88-2921736

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2121 Avenue of the Stars, 8th Floor Los Angeles, CA		90067
(Address of principal executive offices)		(Zip Code)

(310) 988-1944

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 53.02. ~~Departure~~Unregistered ofSales ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Equity ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Securities

On March 913, 2026, ~~the Board of Directors (the “Board”) of~~ Verses AI, Inc. (the “Company”) ~~approved~~closed a ~~compensation arrangement~~non-brokered ~~for~~private ~~David~~placement ~~Scott,~~offering the Company’s recently appointed Interim Chief Executive Officer. Pursuant to such arrangement, as compensation for serving as the Company’s Interim Chief Executive Officer, Mr. Scott will receive cash compensation of ~~$15~~1,~~000 per month~~170,807 ~~commencing~~units ~~in March 2026, as well as 120,000 non-qualified stock options~~ (the “~~Interim CEO Stock Options~~Units”) to beof ~~granted under~~ the Company’s ~~Omnibus~~at ~~Equity~~a ~~Incentive Plan (the “Plan”). The Interim CEO Stock Options have an exercise~~ price of C$0.6875 (US$0.55) per ~~share,~~Unit ~~which~~(the is“Offering”). ~~equal~~Pursuant to the ~~closing~~Offering, ~~price of~~ the Company’s ~~Class~~raised Agross cash ~~Subordinate~~proceeds ~~Voting~~of ~~Shares~~C$745,805 as(approximately ~~reported on the OTCQB Marketplace~~US$547,644) ~~and~~through ~~will vest incrementally according to~~ the ~~following~~issuance ~~schedule:~~of ~~(i)~~994,407 20Units,~~000~~ onbefore ~~the~~deducting ~~date~~commissions ~~of grant,~~ and ~~(ii)~~expenses ~~the~~incurred ~~remainder~~ in ~~equal~~connection ~~installments~~with ~~on a weekly basis over~~ the 52Offering, ~~week~~and ~~period~~extinguished ~~commencing~~C$132,300 on(approximately ~~March 9~~US$97,148) ~~2026,~~in ~~subject~~liabilities tothrough ~~Mr. Scott’s continued service as~~ the ~~Company’s~~issuance ~~Interim~~of 176,400 ~~Chief Executive Officer~~Units.

~~Additionally,~~Each ~~the~~Unit ~~Board~~is ~~approved~~comprised aof ~~resolution~~one ~~that~~Class ~~provided~~A ~~that~~Subordinate ~~Mr.~~Voting ~~Scott~~Share ~~will~~of ~~receive~~the ~~50,000~~Company ~~restricted stock units~~ (a “~~RSUs~~Unit Share”) ~~pursuant to~~and ~~the~~one-half ~~terms~~ of ~~the~~one ~~Plan~~share inpurchase warrant ~~connection with a change in control transaction whereby~~ (i)each ~~one~~whole orshare ~~more~~purchase ~~non-affiliated~~warrant, ~~persons~~a ~~acquires direct or indirect~~ “~~beneficial ownership~~Warrant”). ~~(as~~Each ~~defined~~Warrant inentitles ~~Rule 13d-3 under~~ the ~~Securities~~holder ~~Exchange~~to ~~Act~~purchase ofone ~~1934,~~Class asA ~~amended (the “Exchange~~Subordinate ~~Act”))~~Voting ofShare ~~at least 50%~~ of the Company’s ~~issued~~(a ~~and~~“Warrant ~~outstanding~~Share”) ~~equity shares~~ at aan exercise price ~~per share~~ of ~~at least Cdn~~C$81.00 ~~per share,~~ (iiapproximately US$0.73) ~~all~~per orWarrant ~~substantially~~Share at ~~all~~any oftime ~~the~~until ~~Company’s assets are sold whereby~~ the ~~value~~date ofthat ~~the~~is ~~aggregate~~24 ~~consideration~~months ~~for~~from ~~such sale equals~~ the ~~sum~~date of ~~the~~issuance, ~~total~~subject ~~outstanding~~to ~~equity~~adjustment ~~shares~~in ofcertain ~~the Company multiplied by Cdn$8~~events.00 ~~per~~The ~~share,~~foregoing ~~or (iii) the Company is acquired~~description ~~through a merger, exchange~~ of ~~securities,~~the ~~amalgamation~~Warrants, ordoes ~~statutory~~not ~~arrangement~~purport ~~by any non-affiliated persons(s) for aggregate consideration equal~~ to ~~Cdn$8.00~~be ~~per~~complete ~~share~~and ~~(collectively,~~is aqualified ~~“Change~~ in ~~Control~~its ~~Transaction”).~~entirety ~~Mr.~~by ~~Scott~~reference ~~shall~~to ~~be granted~~ the ~~RSUs~~form ~~upon~~of ~~the~~warrant ~~signing~~which ofis aattached ~~binding~~to ~~definitive~~this ~~agreement~~Current ~~concerning~~Report aon ~~Change~~Form in8-K ~~Control~~as ~~Transaction,~~Exhibits 4.1 and ~~such~~is ~~RSUs~~incorporated ~~shall~~into ~~fully~~this ~~vest~~Item ~~upon~~3.02 ~~the~~by ~~closing of such Change in Control Transaction~~reference.

~~Item~~The 7Units, the Unit Shares, the Warrants and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and the Units, Unit Shares and Warrants were offered and sold in reliance on the exemptions from registration under the Securities Act, afforded by (i) Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder for sales to persons in the United States and (ii) Rule 903 of Regulation S of the Securities Act for sales to persons located outside of the United States who were not “U.01S. ~~Regulation~~persons” FDas ~~Disclosure~~defined in Rule 902(k) of Regulation S.

OnItem ~~March 10, 2026, management of Verses AI Inc~~8.01 ~~(the~~Other ~~“Company”) hosted a webinar over the internet to discuss technology updates at the Company~~Events. ~~A copy of each of the transcript of the webinar as well as a copy of a presentation given at the webinar are furnished with this Current Report as Exhibit 99.1 and Exhibit 99.2, respectively.~~

~~The~~On ~~information~~March ~~furnished~~13, ~~under~~2026, ~~Item~~the ~~7.01~~Company ofissued ~~this~~a ~~Current~~press ~~Report~~release ~~shall~~announcing ~~not be deemed to be “filed” for~~ the ~~purposes~~closing of ~~Section 18 of~~ the ~~Exchange~~Offering. ~~Act,~~A orcopy ~~otherwise subject to the liabilities~~ of ~~that section, nor shall it be incorporated by reference into any filing under~~ the ~~Securities~~press ~~Act~~release ofis ~~1933,~~attached as Exhibit ~~amended,~~99.1 orand ~~the~~is ~~Exchange~~incorporated ~~Act,~~herein ~~except as shall be expressly set forth~~ by ~~specific~~ reference ~~in such a filing~~.

This press release was issued pursuant to and in accordance with Rule 135c under the Securities Act.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits.

Exhibit No.		Description
99.1		Transcript of Webinar dated March 10, 2026
4.1		Form of Warrant dated March 13, 2026
99.2		Presentation Materials dated March 10, 2026
99.1		Press Release dated March 13, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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.

	Verses AI Inc.
March 11, 2026	By:	/s/ James Christodoulou
March 17, 2026	By:	/s/ James Christodoulou
		James Christodoulou
		Chief Financial Officer

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