SHARE BASED PAYMENTS |
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:
SCHEDULE OF OPTIONS TO PURCHASE SUBORDINATE VOTING SHARES
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:
SUMMARY OF STOCK OPTIONS
| |
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 $269,359 is recognized in the current year using the
Black-Scholes option pricing model with the following weighted average assumptions:
SCHEDULE OF THE BLACK-SCHOLES OPTION PRICING MODEL WITH THE FOLLOWING WEIGHTED AVERAGE ASSUMPTIONS
| |
CAD$ | | |
$ | |
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:
SCHEDULE
OF RESTRICTED SHARES
| |
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:
SCHEDULE
OF RECONCILIATION SHARE BASED PAYMENTS
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)
|
|