v3.26.1
SHARE BASED PAYMENTS
9 Months Ended 12 Months Ended
Dec. 31, 2025
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]    
SHARE BASED PAYMENTS

 

7.SHARE BASED PAYMENTS

 

a)Stock Options

 

The Company has an Omnibus Equity Incentive Plan (the “Plan”) available to employees, directors, officers, and consultants with grants under the Plan approved from time to time by the Board of Directors. Under the Plan, the Company is authorized to issue options (“Options”) to purchase an aggregate of up to 25% of the Company’s issued and outstanding Subordinate Voting Shares. Each option can be exercised to acquire one Subordinate Voting Share of the Company (“Share”). The exercise price for an option granted under the Plan may not be less than the prevailing market price at the date of grant.

 

Options to purchase Subordinate Voting Shares have been granted to directors, employees, and consultants as follows:

 

Expiry date  Average Remaining
Contractual Life in
Years
   Exercise Price
(CAD$)
  

Exercise Price

(USD$ equivalent) (1)

   Outstanding 
June 16, 2027   1.46    21.60    15.76    103,703 
September 4, 2027   1.68    7.44    5.43    125,000 
September 16, 2027   1.71    27.00    19.70    19,072 
April 28, 2028   2.33    44.55    32.50    3,703 
December 15, 2028   2.96    32.85    23.97    345,204 
December 23, 2028   2.98    30.51    22.26    136,290 
April 15, 2029   3.29    30.78    22.46    8,794 
July 3, 2029   3.51    29.01    21.17    142,808 
May 26, 2030   4.40    12.57    9.17    33,334 
September 19, 2030   4.72    6.90    5.03    261,726 
October 1, 2030   4.75    7.55    5.51    105,000 
    2.91    20.23    14.76    1,284,634 

 

(1)Converted at balance sheet rate.

 

 

A summary of the Company’s Options as of December 31, 2025, and changes for previous financial year end is as follows:

 

   Number of stock
options
   Weighted Average
Exercise Price (CAD$)
  

Weighted Average

Exercise Price

(USD$ equivalent) (1)

 
Outstanding, March 31, 2024   542,334   $32.09   $23.42 
Granted   364,099    27.39    19.98 
Exercised   (51,235)   23.22    16.94 
Cancelled   (84,314)   35.37    25.81 
Outstanding, March 31, 2025   770,884    30.10    21.96 
Granted   775,060    7.89    5.76 
Exercised   (250,000)   8.66    6.32 
Expired   (11,310)   33.89    24.73 
Outstanding, December 31, 2025   1,284,634    20.23    14.76 
Exercisable, December 31, 2025   1,039,271   $23.64   $17.25 

 

(1)Converted at balance sheet rate.

 

During the nine month period ended December 31, 2025:

 

-11,310 Options at an average exercise price of CAD$33.89 ($24.73 at balance sheet rate) belonging to inactive employees expired according to the Plan.
-250,000 Options, which were granted on July 24, 2025 to Consultant “B”, were exercised at an exercise price of CAD$8.66 for the net proceeds of $1,572,440. The original fair value of these Options of $1,327,787 was reclassified from additional paid-in capital to share capital upon exercise.

 

On October 1, 2025, the Company 105,000 Options to the consultants listed below at an exercise price of CAD$7.55 ($5.51 at balance sheet rate), vesting on the grant date, that expire 5 years after the date of grant.

 

●Consultant “E” 37,500
●Consultant “F” 37,500
●Consultant “P” 20,000
●Consultant “I” 10,000

 

These Options were fair valued at $470,072 using the Black-Scholes option pricing model with the following assumptions:

 

   CAD$   $ 
Share price at grant date  $7.55   $5.51 
Risk-free interest rate   2.73%   2.73%
Expected life   5 years    5 years 
Expected volatility   118.4%   118.4%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Grant date fair value per option  $6.24   $4.48 

 

On October 1, 2025, what remains subject to shareholder approval, the Company repriced 849,263 outstanding Options to acquire Class A Common shares of the Company to an exercise price of CAD$7.55 ($5.51 at balance sheet rate).

 

Original vesting terms and expiry date of the repriced stock options were maintained according to the original certificate agreement.

 

On October 1, 2025, the Company cancelled an aggregate of 90,313 Options and 46,296 RSUs in accordance with the rescission agreements as these Options and RSUs were initially granted to entities and not individuals as required by the Plan.

 

A total of 90,313 Options (the “Replacement Options”) and 46,296 RSUs (the “Replacement RSUs”) were granted on the same date to individuals related to the original entities. Original vesting terms and exercise price of the Replacement Options and Replacement RSUs were maintained according to the original certificate agreement. The Replacement Options have a 5-year expiry. The Company did not incur any additional costs related to the Replacement Options and Replacement RSUs.

 

 

On September 19, 2025, the Company granted 261,726 Options to employees and independent contractors of the Company with an exercise price of CAD$6.90 ($5.03 at balance sheet rate), expiring in 5 years, of which 218,247 will vest 25% every quarter subsequent to the vesting start date, and 43,479 with vest 25% on the date that is one (1) year from the vesting start date and 6.25% every subsequent quarter.

 

These Options were fair valued at $1,092,915 using the Black-Scholes option pricing model with the following assumptions:

 

   CAD$   $ 
Share price at grant date  $6.90   $5.00 
Risk-free interest rate   2.74%   2.74%
Expected life   5 years    5 years 
Expected volatility   120.6%   120.6%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Grant date fair value per option  $5.76   $4.18 

 

During the nine month period ended December 31, 2025, the Company recognized $739,732 as share-based payment for these Options using the graded vesting method over the vesting period.

 

On September 4, 2025, the Company granted 125,000 Options to the consultant “B” with an exercise price of CAD$7.44 ($5.43 at balance sheet rate), expiring in 2 years, and vesting on the grant date. These Options were fair valued at $414,244 using the Black-Scholes option pricing model with the following assumptions:

 

   CAD$   $ 
Share price at grant date  $7.44   $5.45 
Risk-free interest rate   2.47%   2.47%
Expected life   5 years    5 years 
Expected volatility   120.6%   120.6%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Grant date fair value per option  $4.58   $3.31 

 

On July 24, 2025, the Company granted 250,000 Options to the consultant “B” with an exercise price of CAD$8.66 ($6.32 at balance sheet rate), expiring in 5 years, and vesting on the grant date. These Options were fair valued at $1,327,787 using the Black-Scholes option pricing model with the following assumptions:

 

   CAD$   $ 
Share price at grant date  $8.66   $6.35 
Risk-free interest rate   3.10%   3.10%
Expected life   5 years    5 years 
Expected volatility   120.6%   120.6%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Grant date fair value per option  $7.24   $5.31 

 

 

On May 26, 2025, the Company granted 16,667 Options to the consultant “E” and 16,667 Options to the consultant “F” with an exercise price of CAD$12.57 ($9.17 at balance sheet rate), expiring in 5 years, and vesting on the grant date. These Options were fair valued at $258,056 using the Black-Scholes option pricing model with the following assumptions:

 

   CAD$   $ 
Share price at grant date  $12.57   $9.21 
Risk-free interest rate   2.92%   2.92%
Expected life   5 years    5 years 
Expected volatility   123.9%   123.9%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Grant date fair value per option  $10.63   $7.74 

 

On December 23, 2024, the Company granted 49,444 Options to employees and independent contractors of the Company with an exercise price of CAD$30.51 ($22.26 at balance sheet rate), expiring in 5 years, with 25% vesting on the date that is one (1) year from the vesting start date and 6.25% every subsequent quarter.

 

During the nine month period ended December 31, 2025, the Company recognized $201,281 as share-based payment for these Options using the graded vesting method over the vesting period.

 

On December 23, 2024, the Company granted 86,852 Options to consultants of the Company with an exercise price of CAD$30.51 ($22.26 at balance sheet rate), expiring in 5 years, where 33.33% of these Options vested on the grant date and 33.33% will vest every 6 months after the grant date.

 

During the nine month period ended December 31, 2025, the Company recognized $406,762 as share-based payment for these Options using the graded vesting method over the vesting period.

 

On July 3, 2024, the Company granted 85,682 Options to employees and independent contractors of the Company with a weighted average exercise price of CAD$29.10 ($21.23 at balance sheet rate), expiring in 5 years, with 25% vesting on the date that is one (1) year from the vesting start date and 6.25% every subsequent quarter.

 

During the nine month period ended December 31, 2025, the Company recognized $235,341 as share-based payment for these Options using the graded vesting method over the vesting period.

 

On April 15, 2024, the Company granted 4,260 Options to employees and independent contractors of the Company with a weighted average exercise price of CAD$33.86 ($24.70 at balance sheet rate), expiring in 5 years, with 25% vesting on the date that is one (1) year from the vesting start date and 6.25% every subsequent quarter.

 

During the nine month period ended December 31, 2025, the Company recognized $9,720 as share-based payment for these Options using the graded vesting method over the vesting period.

 

On December 15, 2023, the Company granted 347,952 Options to employees and independent contractors of the Company with an exercise price of CAD$36.45 ($26.59 at balance sheet rate), expiring in 5 years, where 173,186 of these Options vest on the grant date, based on previous commitments, and 6.25% every subsequent quarter.

 

During the nine month period ended December 31, 2025, the Company recognized $121,317 as share-based payment for these Options using the graded vesting method over the vesting period.

 

 

The table below consolidates the position of the Options granted related to consultants of the Company:

 

Consultant  Total granted amount   Exercised -
Inception to
March 31,
2025
   Outstanding
March 31,
2025
   Granted
Q3-2026
(ytd)
   Exercised
Q3-2026
(ytd)
   Cancelled
Q3-2026
(ytd)
   Outstanding
December 31,
2025
   % of the
total
 
A   64,815    (55,556)   9,259    -    -    -    9,259    2.5%
B   64,814    (9,259)   55,555    375,000    (250,000)   -    180,555    47.8%
C   55,555    (44,444)   11,111    -    -    -    11,111    2.9%
D   44,444    -    44,444    -    -    -    44,444    11.8%
E   23,889    -    23,889    16,667    -    -    40,556    10.7%
F   3,704    -    3,704    16,667    -    -    20,371    5.4%
G   14,815    (14,815)   -    -    -    -    -    0.0%
H   14,815    -    14,815    -    -    -    14,815    3.9%
I   12,963    -    12,963    -    -    -    12,963    3.4%
J   12,963    (10,556)   2,407    -    -    -    2,407    0.6%
K   9,259    (9,259)   -    -    -    -    -    0.0%
L   7,407    -    7,407    -    -    -    7,407    2.0%
M   6,481    -    6,481    -    -    -    6,481    1.7%
N   6,481    -    6,481    -    -    -    6,481    1.7%
O   4,457    -    4,457    -    -    -    4,457    1.2%
P   3,704    -    3,704    -    -    -    3,704    1.0%
Q   3,704    -    3,704    -    -    -    3,704    1.0%
Others   10,577    (1,235)   9,342    -    -    (617)   8,725    2.3%
Total   364,847    (145,124)   219,723    408,334    (250,000)   (617)   377,440    100.0%

 

b)Restricted Shares Units

 

Pursuant to the Plan, the Company may grant RSUs to employees, directors, officers, and consultants. The RSUs can be settled at the election of the holder for Subordinate Voting Shares (“Shares”), cash, or a combination of Shares and cash. The RSUs are determined to be a liability instrument, and the fair value will be recognized as an expense using the graded vesting method over the vesting period.

 

On December 30, 2025, the Company’s Board of Directors approved the cancellation of all outstanding RSUs held by certain consultants, including RSUs that had previously vested and been settled in shares. Pursuant to executed rescission agreements, all unvested RSUs were canceled without consideration, and all vested shares previously issued upon settlement of RSUs were surrendered by the grantees and canceled.

 

As a result of the rescission, the Company recorded the following during the period a reversal of previously recognized share-based compensation expense related to unconverted RSUs of $181,887. Details of the canceled RSUs are as follows:

 

○Consultant “P” - 20,000 RSUs - USD38,397
○Consultant “E” - 37,037 RSUs - USD71,745
○Consultant “F” - 37,037 RSUs - USD71,745

 

On December 1, 2025, the Company converted 7,500 RSUs issued to independent contractors granted on September 19, 2025. These RSUs were valued based on the prevailing market price of one Share on the conversion date, and the Company recognized $20,550 as share capital.

 

On October 1, 2025, the Company granted 20,000 RSUs to consultant “P” vesting on the grant date. The Company recognized $38,397 as share-based payment during the nine month period ended December 31, 2025.

 

 

On September 19, 2025, the Company granted 30,000 RSUs to independent contractors of the Company, expiring in 5 years, which vest 25% every quarter after the grant date. These RSUs were fair valued based on the prevailing market price of one Share on the balance sheet date. The Company recognized $32,054 as share-based payment during the nine month period ended December 31, 2025.

 

On July 28, 2025, the Company converted 40,742 RSUs, of which 18,519 RSUs to consultant “E” and 18,519 RSUs to consultant “F” based on the completion of the milestones of funding the company in aggregate greater than CAD$50 million. The Company also converted 3,704 to other consultants. These RSUs were valued based on the prevailing market price of one Share on the completion date, and the Company recognized an expense of $230,491 during the nine month period ended December 31, 2025.

 

On July 3, 2025, the Company granted converted a total of 92,944 RSUs, of which 42,592 RSUs to consultant “B”, 18,519 RSUs to consultant “E”, 18,519 RSUs to consultant “F”, 351 to other consultants, and 12,963 to directors and officers of the Company. These RSUs were valued based on the prevailing market price of one Share on the conversion date, and the Company recognized $253,541 as share capital.

 

On May 26, 2025, the Company granted 33,333 RSUs to consultant “B”, expiring in 5 years, and vest on July 1, 2025. These RSUs were fair valued based on the market price of one Share on the balance sheet date. The Company recognized $344,431 as share-based payment during the nine month period ended December 31, 2025.

 

The table below consolidates the position of the RSUs granted related to consultants of the Company:

 

Consultant  Total
granted
amount
   Converted -
Inception to
March 31,
2025
   Outstanding
March 31,
2025
   Granted
Q3-2026
(ytd)
   Converted
Q3-2026
(ytd)
   Cancelled
Q3-2026
(ytd)
   Outstanding
December 31,
2025
   % of the
total
 
A   7,407    (2,469)   4,938    -    -    -    4,938    3.5%
B   46,296    (9,259)   37,037    33,333    (42,592)   -    27,778    19.7%
E   111,111    (37,037)   74,074    -    (37,037)   (37,037)   -    0.0%
F   111,111    (37,037)   74,074    -    (37,037)   (37,037)   -    0.0%
L   1,852    -    1,852    -    -    -    1,852    1.3%
Others   20,371    (3,704)   16,667    20,000    (4,055)   (20,000)   12,612    8.9%
Total   298,148    (89,506)   208,642    53,333    (120,721)   (94,074)   141,254    100.0%

 

On September 30, 2025, the balance of 585,020 RSUs granted in the previous periods, were revalued based on the prevailing market price of one Share on the revaluation date, and the Company derecognized $2,611,348 as share-based payment for RSUs during the nine month period ended December 31, 2025.

 

A summary of the Company’s restricted shares units as at December 31, 2025, and changes for the years then ended is as follows:

 

   Number of RSUs 
Balance, March 31, 2024   24,075 
Issued, April 15, 2024   1,852 
Issued, June 20, 2024   37,037 
Issued, July 3, 2024   359,817 
Issued, September 13, 2024   74,074 
Issued, December 23, 2024   296,296 
Cancelled   (5,926)
Converted   (101,852)
Balance, March 31, 2025   685,373 
Issued, May 26, 2025   33,333 
Issued, September 19, 2025   30,000 
Issued, October 1, 2025   20,000 
Cancelled   (94,074)
Converted   (141,186)
Balance, December 31, 2025   533,446 
Exercisable, December 31, 2025   1,481 

 

 

A reconciliation of share based payments is as follows:

 

Share based payments  Stock Options   RSUs    Total 
Previous years graded vesting   860,673    -     860,673 
Revaluation RSUs 2023   -    (62,339)    (62,339)
New grants Q1 2025   196,119    56,989     253,108 
New grants Q2 2025   1,178,861    3,771,684     4,950,545 
New grants Q3 2025   1,334,636    2,927,997     4,262,633 
Cancelled options / RSUs   (1,396,321)   (12,717)    (1,409,038)
Balance, December 31, 2024  $2,173,968   $6,681,614    $8,855,582 
                 
Previous years graded vesting   1,337,858    -     1,337,858 
Previous years RSUs revaluation   -    (2,611,348)    (2,611,348)
New grants Q1 2026   258,056    344,431     602,487 
New grants Q2 2026   2,118,326    32,054     2,150,380 
New grants Q3 2026   470,072    38,397     508,469 
RSU milestone conversion   -    230,491     230,491 
RSUs cancellation   -    (181,887)    (181,887)
Balance, December 31, 2025  $4,184,312   $(2,147,862)   $2,036,450 

 

As of December 31, 2025, the fair value of RSUs was $611,592 (March 31, 2025 - $3,911,823).

 

8.SHARE BASED PAYMENTS

 

a)Stock Options

 

The Company has an Omnibus Equity Incentive Plan (the “Plan”) available to employees, directors, officers, and consultants with grants under the Plan approved from time to time by the Board of Directors. Under the Plan, the Company is authorized to issue options to purchase an aggregate of up to 25% of the Company’s issued and outstanding Subordinate Voting Shares. Each option can be exercised to acquire one Subordinate Voting Share of the Company. The exercise price for an option granted under the Plan may not be less than the market price at the date of grant.

 

 

VERSES AI INC.

Notes to the Consolidated Financial Statements

For the years ended March 31, 2025 and 2024

(Expressed in United States dollars)

 

8.SHARE BASED PAYMENTS (continued)

 

a)Stock Options (continued)

 

Options to purchase Subordinate Voting Shares have been granted to directors, employees, and consultants as follows:

 

Expiry date  Weighted Average Remaining Contractual Life in Years   Exercise Price (CAD$)  

Exercise Price

(USD$ equivalent) (1)

   Outstanding 
June 16, 2027   2.21    21.60    15.02    103,703 
September 16, 2027   2.46    27.00    18.78    19,072 
April 28, 2028   3.08    44.55    30.99    3,703 
December 15, 2028   3.71    32.91    22.89    352,615 
December 23, 2028   3.73    30.51    21.22    136,290 
April 15, 2029   4.04    30.78    21.41    9,071 
July 3, 2029   4.26    29.01    20.18    146,430 
    3.59    30.09    20.93    770,884 

 

(1)Converted at balance sheet rate.

 

A summary of the Company’s stock options as at March 31, 2025, and changes for the years then ended is as follows:

 

   Number of stock options   Weighted Average Exercise Price (CAD$)  

Weighted Average

Exercise Price

(USD$ equivalent) (1)

 
Outstanding, March 31, 2023   258,516    21.68    15.08 
Granted   370,365    36.53    25.41 
Exercised   (86,547)   19.94    13.87 
Outstanding, March 31, 2024   542,334   $32.09   $22.32 
Granted   364,099    27.39    19.05 
Exercised   (51,235)   23.22    16.15 
Cancelled   (84,314)   35.37    24.60 
Outstanding, March 31, 2025   770,884    30.10    20.94 
Exercisable, March 31, 2025   511,487   $29.92   $20.81 

 

(1)Converted at balance sheet rate.

 

During the year ended March 31, 2025:

 

  - 27,954 stock options at an average exercise price of CAD$33.24 ($23.12 at balance sheet rate) belonging to inactive employees were cancelled according to the Plan. The original fair value of these stock options of $274,005 was reclassified from additional paid-in capital to share based payments upon cancellation.
     
  - 56,360 options at an exercise price of CAD$36.45 ($25.35 at balance sheet rate) belonging to an employee were cancelled. The original fair value of these stock options of $1,142,294 was reclassified from additional paid-in capital to share based payments upon cancellation.

 

 

VERSES AI INC.

Notes to the Consolidated Financial Statements

For the years ended March 31, 2025 and 2024

(Expressed in United States dollars)

 

8.SHARE BASED PAYMENTS (continued)

 

a)Stock Options (continued)

 

On December 23, 2024, the Company granted 49,444 stock options to employees and independent contractors of the Company with an exercise price of CAD$30.51($21.22 at balance sheet rate), expiring in 5 years, with 25% vesting on the date that is one (1) year from the vesting start date and 6.25% every subsequent quarter. The stock options were fair valued at $792,184, of which $269,359 is recognized in the current year using the Black-Scholes option pricing model with the following weighted average assumptions:

 

   CAD$   $ 
Share price at grant date  $30.51   $21.20 
Risk-free interest rate   3.04%   3.04%
Expected life   5 years    5 years 
Expected volatility   100%   100%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Grant date fair value per option  $23.06   $16.02 

 

On December 23, 2024, the Company granted 59,259 stock options to strategic consultants of the Company with an exercise price of CAD$30.51 ($21.22 at balance sheet rate), expiring in 5 years, where 33.33% of the stock options vested on the grant date and 33.33% will vest every 6 months after the grant date. The Company also granted 27,593 stock options to strategic consultants of the Company with an exercise price of CAD$30.51 ($21.22 at balance sheet rate), expiring in 5 years, where 25% vests on the date that is one (1) year from the Vesting Start Date and 6.25% vests at the end of each full quarter thereafter.

 

The stock options were fair revalued at $1,141,535, of which $602,371 is recognized in the current year using the Black-Scholes option pricing model with the following assumptions:

 

   CAD$   $ 
Share price at revaluation date  $23.25   $16.16 
Risk-free interest rate   2.61%   2.61%
Expected life   5 years    5 years 
Expected volatility   121.6%   122%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Revaluation date fair value per option  $18.91   $13.14 

 

On October 9, 2024, the Company granted 56,361 stock options to an employee with an exercise price of CAD$14.31 ($9.95 at balance sheet rate), expiring in December 2028, where 100% vested on the grant date. The stock options were fair valued at $420,029, which is recognized in the current year using the Black-Scholes option pricing model with the following weighted average assumptions:

 

   CAD$   $ 
Share price at grant date  $14.31   $10.45 
Risk-free interest rate   3.07%   3.07%
Expected life   4.2 years    4.2 years 
Expected volatility   100.0%   100%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Grant date fair value per option  $10.20   $7.45 

 

 

VERSES AI INC.

Notes to the Consolidated Financial Statements

For the years ended March 31, 2025 and 2024

(Expressed in United States dollars)

 

8.SHARE BASED PAYMENTS (continued)

 

a)Stock Options (continued)

 

On July 3, 2024, the Company granted 85,682 stock options to employees and independent contractors of the Company with a weighted average exercise price of CAD$29.10 ($20.24 at balance sheet rate), expiring in 5 years, with 25% vesting on the date that is one (1) year from the vesting start date and 6.25% every subsequent quarter. The stock options were fair valued at $1,376,157, of which $629,973 is recognized in the current year using the Black-Scholes option pricing model with the following weighted average assumptions:

 

   CAD$   $ 
Share price at grant date  $28.89   $21.19 
Risk-free interest rate   3.57%   3.57%
Expected life   5 years    5 years 
Expected volatility   100.0%   100%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Weighted average grant date fair value per option  $21.87   $16.04 

 

On July 3, 2024, the Company granted 74,073 stock options to strategic consultants of the Company with an exercise price of CAD$28.89 ($20.10 at balance sheet rate), expiring in 5 years, where 33.33% stock options vested on the grant date and 33.33% will vest every 6 months after the grant date. The stock options were fair revalued at $870,657, of which $912,939 is recognized in the current year using the Black-Scholes option pricing model with the following assumptions:

 

   CAD$   $ 
Share price at revaluation date  $23.25   $16.17 
Risk-free interest rate   2.47%   2.47%
Expected life   5 years    5 years 
Expected volatility   121.6%   121.6%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Revaluation date fair value per option  $16.90   $11.75 

 

On April 15, 2024, the Company granted 4,260 stock options to employees and independent contractors of the Company with a weighted average exercise price of CAD$33.86 ($23.55 at balance sheet rate), expiring in 5 years, with 25% vesting on the date that is one (1) year from the vesting start date and 6.25% every subsequent quarter. The stock options were fair valued at $72,423, of which $34,349 is recognized in the current year using the Black-Scholes option pricing model with the following assumptions:

 

   CAD$   $ 
Share price at grant date  $30.78   $22.36 
Risk-free interest rate   3.77%   3.77%
Expected life   5 years    5 years 
Expected volatility   100%   100%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Grant date fair value per option  $23.13   $16.81 

 

 

VERSES AI INC.

Notes to the Consolidated Financial Statements

For the years ended March 31, 2025 and 2024

(Expressed in United States dollars)

 

8.

SHARE BASED PAYMENTS (continued)

 

a)Stock Options (continued)

 

On April 15, 2024, the Company granted 7,427 stock options to strategic consultants with an average exercise price of CAD$30.80 ($21.42 at balance sheet rate) and expiration in 5 years. Of these, 1,859 vested on the grant date, 555 on May 1, 2024, and 555 at the beginning of every calendar month thereafter. The remaining 21 stock options will vest 33.33% every 6 months after the grant date.

 

For the year ended March 31, 2025, the Company recognized $93,938 as share-based payment for stock options granted in April 2024 for strategic consultants of the Company. The fair value of stock options is estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

 

   CAD$   $ 
Share price at revaluation date  $23.25   $16.17 
Risk-free interest rate   2.47%   2.47%
Expected life   4.3 years    4.3 years 
Expected volatility   121.6%   121.6%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Revaluation date fair value per option  $17.54   $12.20 

 

On December 15, 2023, the Company granted 347,952 stock options to employees and strategic consultants of the Company with an exercise price of CAD$36.45 ($25.35 at balance sheet rate), expiring in 5 years, where 173,186 stock options are vested on the grant date, based on previous commitments, and 6.25% every subsequent quarter.

 

For the year ended March 31, 2025, the Company recognized $722,860 as share-based payment for stock options granted in December 2023 using the graded vesting method over the vesting period.

 

On December 15, 2023, the Company granted 18,716 stock options to strategic consultants with an exercise price of CAD$36.45 ($25.35 at balance sheet rate). The options expire in 5 years, and 33.33% vested on December 30, 2024, and 33.33% every 6 months thereafter.

 

For the year ended March 31, 2025, the Company derecognized $16,979 as share-based payment for stock options granted in December 2023. The fair value of stock options is estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

 

   CAD$   $ 
Share price at revaluation date  $23.25   $16.17 
Risk-free interest rate   2.47%   2.47%
Expected life   3.7 years    3.7 years 
Expected volatility   121.6%   121.6%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Revaluation date fair value per option  $16.57   $11.53 

 

 

VERSES AI INC.

Notes to the Consolidated Financial Statements

For the years ended March 31, 2025 and 2024

(Expressed in United States dollars)

 

8.

SHARE BASED PAYMENTS (continued)

 

a)Stock Options (continued)

 

On April 28, 2023, the Company granted 3,704 stock options to a strategic consultant with an exercise price of CAD$44.55 ($30.99 at balance sheet rate). The options expire in 5 years, with 1,852 vesting 6 months after the grant date and 1,852 vesting 12 months after the grant date.

 

For the year ended March 31, 2025, the Company derecognized $30,631 as share-based payment for stock options granted in April 2023 for strategic consultants of the Company. The fair value of stock options is estimated using the Black-Scholes option pricing model with the following assumptions:

 

   CAD$   $ 
Share price at revaluation date  $23.25   $16.17 
Risk-free interest rate   2.47%   2.47%
Expected life   3.1 years    3.1 years 
Expected volatility   121.6%   121.6%
Expected forfeitures   0%   0%
Expected dividends   Nil    Nil 
Revaluation date fair value per option  $14.65   $10.19 

 

  b)Restricted Shares Units

 

Included in the Plan, the Company may grant RSUs to employees, directors, officers, and consultants. The RSUs can be settled at the election of the holder for Subordinate Voting Shares, cash, or a combination of Subordinate Voting Shares and cash. The RSUs were determined to be a liability instrument, and the fair value will be recognized as an expense using the graded vesting method over the vesting period.

 

At March 31, 2025, the balance of 6,173 RSUs granted in the year ended March 31, 2023, were revalued based on the market price of one Subordinate Voting Share on the revaluation date, and the Company derecognized $163,211 as share-based payment for RSUs in the year.

 

On March 04, 2025, 80,247 of the RSUs granted in December 2024, were settled into Subordinate Voting Shares (Note 11).

 

On February 25, 2025, 9,259 of the RSUs granted in December 2024, were settled into Subordinate Voting Shares (Note 11).

 

On December 27, 2024, 12,346 of the RSUs granted in the year ended March 31, 2023, were settled into Subordinate Voting Shares (Note 11).

 

On December 23, 2024, the Company granted 296,296 RSUs to strategic consultants of the Company with no exercise price, expiry date of 10 years from the grant date, where 89,506 vested on the grant date, 46,297 will vest in July 2025, 46,297 will vest in July 2026, 1,850 will vest monthly for 48 months, 12,345 will vest 50% every 6 months after the grant date, 7,408 will vest 33.33% after 1 year of the grant date and 33,33% every year afterwards, and 92,593 will vest according to the completion of specific milestones.

 

For the year ended March 31, 2025, the Company revalued the RSUs granted on December 23, 2024 based on the market price of one Subordinate Voting Share on the revaluation date. The Company recognized $2,621,935 as share-based payment for RSUs in the year.

 

On October 9, 2024, the Company cancelled 5,926 RSUs belonging to an employee. The original fair value of these RSUs of $12,717 was reclassified from RSU liability to share based payments upon cancellation.

 

 

VERSES AI INC.

Notes to the Consolidated Financial Statements

For the years ended March 31, 2025 and 2024

(Expressed in United States dollars)

 

8.

SHARE BASED PAYMENTS (continued)

 

  b)Restricted Shares Units (continued)

 

On September 13, 2024, the Company granted 74,074 RSUs a director of the Company (Note 9), with no exercise price, expiry date of 10 years from the grant date, vesting 24,691 within one year of the grant date and 8.33% every three months afterwards.

 

For the year ended March 31, 2025, the Company revalued the RSUs granted on September 13, 2024 based on the market price of one Subordinate Voting Share on the revaluation date. The Company recognized $439,973 as share-based payment for RSUs in the year.

 

On July 3, 2024, the Company granted 359,817 RSUs to a strategic consultant (1,852), directors (16,668) (Note 9), and employees (341,297). The RSUs have no exercise price, expire 10 years from the grant date, and vest 33.33% within one year of the grant date and 33.33% every year thereafter.

 

For the year ended March 31, 2025, the Company revalued the RSUs granted on July 3, 2024 based on the market price of one Subordinate Voting Share on the revaluation date. The Company recognized $2,609,543 as share-based payment for RSUs in the year.

 

On June 20, 2024, the Company granted 37,037 RSUs to a strategic investor of the Company, with no exercise price, expiry date of 10 years from the grant date, vesting equal installments of 370 RSUs for every CAD$100,000 ($69,560 at balance sheet rate) in revenue derived by the Company from commercial agreements it enters into with affiliates of the strategic investor. No value was attributed to these RSUs, as the vesting is still uncertain.

 

On April 15, 2024, the Company granted 1,852 RSUs to a strategic consultant. The RSUs have no exercise price, expire 10 years from the grant date, and vest 100% on the grant date.

 

For the year ended March 31, 2025, the Company revalued the RSUs granted on April 15, 2024 based on the market price of one Subordinate Voting Share on the revaluation date. The Company recognized $29,948 as share-based payment for RSUs in the year.

 

On November 15, 2023, the Company granted 5,556 RSUs to a strategic consultant of the Company, with no exercise price, expiry date of 10 years from the grant date, vesting 33.33% on the grant date, 33.33% on December 28, 2023, and 33.33% on March 28, 2024.

 

For the year ended March 31, 2025, the Company revalued the RSUs granted on November 15, 2023 based on the market price of one Subordinate Voting Share on the revaluation date. The Company derecognized $68,175 as share-based payment for RSUs in the year.

 

During the year ended March 31, 2023, 18,519 RSUs were granted to a director of the Company (Note 9). They have no exercise price, expire 10 years from the grant date, and vest 1/3 on the first anniversary of the Listing and 1/3 each subsequent anniversary thereafter (Note 8).

 

 

VERSES AI INC.

Notes to the Consolidated Financial Statements

For the years ended March 31, 2025 and 2024

(Expressed in United States dollars)

 

8.

SHARE BASED PAYMENTS (continued)

 

  b)Restricted Shares Units (continued)

 

A summary of the Company’s restricted shares units as at March 31, 2025, and changes for the years then ended is as follows:

   Number of RSUs 
Balance, March 31, 2023   18,519 
Issued, November 15, 2023   5,556 
Balance, March 31, 2024   24,075 
Issued, April 15, 2024   1,852 
Issued, June 20, 2024   37,037 
Issued, July 3, 2024   359,817 
Issued, September 13, 2024   74,074 
Issued, December 23, 2024   296,296 
Cancelled   (5,926)
Converted   (101,852)
Balance, March 31, 2025   685,373 
Exercisable, March 31, 2025   7,639 

 

A reconciliation of share based payments is as follows:

Share based payments  Stock Options   RSUs   Modification of broker’s warrants   Settlement agreement   Total 
Previous year graded vesting   473,109    -    -    -    473,109 
New grants Q1 2023   70,925    -    -    -    70,925 
New grants Q3 2023   6,390,644    127,400    -    -    6,518,044 
Modification of broker’s warrants   -    -    440,604    -    440,604 
Revaluation RSUs   -    148,636    -    -    148,636 
Settlement agreement   -    -    -    198,801    198,801 
Balance, March 31, 2024  $6,934,678   $276,036   $440,604   $198,801   $7,850,119 
                          
Previous years graded vesting   675,250    -    -    -    675,250 
Previous years RSUs revaluation   -    (231,386)   -    -    (231,386)
New grants Q1 2024   128,287    29,948    -    -    158,235 
New grants Q2 2024   1,542,912    3,049,516    -    -    4,592,428 
New grants Q3 2024   1,291,759    2,621,935    -    -    3,913,694 
Cancelled options / RSUs   (1,416,299)   (12,717)   -    -    (1,429,016)
Balance, March 31, 2025  $2,221,909   $5,457,296   $-   $-   $7,679,205 

 

 

VERSES AI INC.

Notes to the Consolidated Financial Statements

For the years ended March 31, 2025 and 2024

(Expressed in United States dollars)