Vision Marine's Losses Double Amid Acquisition, Capital Needs Mount

TL;DR

**VMAR's doubling net loss and heavy reliance on floor plan financing make it a risky bet; steer clear until they prove a path to profitability.**

AI Summary

Vision Marine Technologies Inc. (VMAR) reported a significant net loss of $21,651,993 for the fiscal year ended August 31, 2025, a substantial increase from the $10,383,171 net loss in the prior fiscal year. This increased loss comes despite the strategic acquisition of Nautical Ventures Group Inc. on June 20, 2025, a move intended to expand its recreational boat dealership, marina, and service operations. The company issued 2,986,234 common shares and 1,470,000 pre-funded warrants, raising net proceeds of $25,103,817 during the fiscal year to fund operations. VMAR's total liabilities reached $61,462,255 as of August 31, 2025, with $32,511,664 attributed to notes payable for floor plan financing of inventory. Key risks include the highly volatile demand in the boat industry, sensitivity to interest rate increases affecting consumer financing, and the potential for integration challenges with the Nautical Ventures acquisition. The strategic outlook emphasizes the need for significant capital to execute its business plan and achieve profitability, with a focus on developing its electric powertrain system.

Why It Matters

Vision Marine's escalating net losses, reaching $21.65 million, signal significant challenges in achieving profitability despite its acquisition of Nautical Ventures. For investors, this raises concerns about dilution from future equity financings, as the company explicitly states it will require substantial additional capital. Employees and customers of Nautical Ventures could face uncertainty if integration issues or financial pressures lead to operational changes. In the broader market, VMAR's struggles highlight the inherent volatility and capital intensity of the recreational boating sector, especially for companies attempting to innovate with electric powertrains while navigating economic headwinds like rising interest rates and inflation, which impact consumer demand and financing costs.

Risk Assessment

Risk Level: high — The risk level is high due to a net loss of $21,651,993 for the fiscal year ended August 31, 2025, more than double the prior year's loss of $10,383,171. The company also carries $61,462,255 in total liabilities, with $32,511,664 tied to floor plan financing for inventory, indicating significant financial leverage and dependence on external funding.

Analyst Insight

Investors should exercise extreme caution and consider avoiding VMAR shares given the substantial and increasing net losses, significant debt, and stated need for further capital. Monitor future filings for concrete evidence of successful integration of Nautical Ventures and a clear, funded path to profitability before considering any investment.

Financial Highlights

total Debt

$61,462,255

net Income

-$21,651,993

Key Numbers

• $21,651,993 — Net Loss (For the fiscal year ended August 31, 2025, compared to $10,383,171 in the prior fiscal year, representing a 108.5% increase.)
• $61,462,255 — Total Liabilities (As of August 31, 2025, indicating significant financial obligations.)
• $32,511,664 — Notes Payable (Related to floor plan financing for inventory as of August 31, 2025, highlighting reliance on debt for inventory.)
• $25,103,817 — Net Proceeds from Financings (Raised during the year ended August 31, 2025, through the issuance of 2,986,234 common shares and 1,470,000 pre-funded warrants.)
• 4,907,137 — Outstanding Common Shares (As of August 31, 2025, after multiple reverse stock splits.)
• June 20, 2025 — Acquisition Date (Date Vision Marine Technologies Inc. acquired 100% of Nautical Ventures Group Inc.)
• 7 — Years of Audited Financial Statements (Limited public operating history for Vision Marine Technologies Inc.)

Key Players & Entities

• Vision Marine Technologies Inc. (company) — Registrant
• Nautical Ventures Group Inc. (company) — Acquired business
• Alexandre Mongeon (person) — Chief Executive Officer
• Daniel Rathe (person) — Chief Technical Officer
• Raffi Sossoyan (person) — Chief Financial Officer
• Roger Moore (person) — Chief Revenue Officer
• Maxime Poudrier (person) — Chief Operating Officer
• M&K CPAS, PLLC (company) — Company's auditor since 2024
• The Nasdaq Stock Market LLC (regulator) — Exchange where Common Shares are registered
• U.S. Federal Reserve (regulator) — Influences interest rates affecting sales

FAQ

Risk Factors

• Limited Public Operating History [medium — operational]: The company has a limited public operating history, with public reports only starting in fiscal year 2020 and only seven years of audited financial statements available. This makes evaluating the business and its prospects difficult for investors. Furthermore, the recent acquisition of Nautical Ventures Group Inc., which now accounts for the majority of assets and revenues, adds another layer of limited public information, as audited financials for Nautical Ventures are only available for 2023 and 2024.
• Sustained Net Losses [high — financial]: Vision Marine Technologies Inc. reported a significant net loss of $21,651,993 for the fiscal year ended August 31, 2025, a substantial increase from the $10,383,171 net loss in the prior fiscal year. The company has made substantial investments in R&D, sales, and marketing, but has not yet achieved profitability. There is a risk that net income may never be achieved or may decline, potentially hindering business growth.

Industry Context

The recreational boat industry is characterized by cyclical demand, heavily influenced by consumer confidence, economic conditions, and interest rates. Competitors range from large, established manufacturers to smaller, specialized builders. The increasing focus on electric powertrains represents a significant technological shift, requiring substantial R&D investment and potentially disrupting traditional internal combustion engine markets.

Regulatory Implications

As a publicly traded company, VMAR is subject to SEC regulations and reporting requirements, including the filing of Form 20-F. The limited operating history and recent significant acquisition may attract increased scrutiny from regulators regarding financial reporting and disclosure accuracy. Compliance with environmental regulations related to boat manufacturing and emissions is also a factor.

What Investors Should Do

1. Monitor acquisition integration and performance of Nautical Ventures Group Inc.
2. Assess the company's path to profitability and cash flow generation.
3. Evaluate the impact of interest rate sensitivity on floor plan financing and consumer demand.

Key Dates

• 2025-06-20: Acquisition of Nautical Ventures Group Inc. — This strategic acquisition significantly expanded the company's recreational boat dealership, marina, and service operations, but also introduced integration challenges and increased the complexity of financial reporting due to limited public information on the acquired entity.
• 2025-08-31: Fiscal Year End — Reported a net loss of $21,651,993 and total liabilities of $61,462,255, including $32,511,664 in notes payable for floor plan financing, highlighting significant financial obligations and reliance on debt for inventory.

Glossary

Floor Plan Financing

A type of short-term financing that dealers use to purchase inventory. The inventory itself serves as collateral for the loan. (VMAR's significant reliance on floor plan financing ($32,511,664) indicates a substantial portion of its assets are financed through debt, exposing it to interest rate fluctuations and inventory management risks.)

Pre-funded Warrants

A type of warrant that allows the holder to purchase shares at a nominal exercise price, effectively representing immediate ownership of the underlying shares without the full upfront cost of buying the shares directly. (The issuance of pre-funded warrants alongside common shares indicates a financing strategy to raise capital, potentially diluting existing shareholders while providing immediate funds for operations.)

Year-Over-Year Comparison

Vision Marine Technologies Inc. experienced a significant deterioration in its financial performance compared to the prior fiscal year. The net loss more than doubled, increasing by 108.5% from $10,383,171 to $21,651,993. While the company raised substantial capital through equity issuances ($25,103,817), this was likely to offset the growing operational losses and fund expansion, including the major acquisition of Nautical Ventures Group Inc. Total liabilities also increased, driven by significant floor plan financing for inventory.

Key Financial Figures

• $21,651,993 — pand our business. We had a net loss of $21,651,993 for the fiscal year ended August 31, 20
• $10,383,171 — t 31, 2025 as compared to a net loss of $10,383,171 for the prior fiscal year. We may never
• $61,462,255 — tal for operations. For example, of our $61,462,255 in total liabilities as of August 31, 2
• $32,511,664 — otal liabilities as of August 31, 2025, $32,511,664 consisted of notes payable related to f
• $25,103,817 — various financings for net proceeds of $25,103,817, and we anticipate additional financing

Filing Documents

• vmar-20250831x20f.htm (20-F) — 1267KB
• vmar-20250831xex10d3.htm (EX-10.3) — 269KB
• vmar-20250831xex10d30.htm (EX-10.30) — 45KB
• vmar-20250831xex10d31.htm (EX-10.31) — 112KB
• vmar-20250831xex10d32.htm (EX-10.32) — 65KB
• vmar-20250831xex10d33.htm (EX-10.33) — 58KB
• vmar-20250831xex12d1.htm (EX-12.1) — 12KB
• vmar-20250831xex12d2.htm (EX-12.2) — 14KB
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• 0001104659-25-116945.txt ( ) — 3642KB
• vmar-20250831.xsd (EX-101.SCH) — 7KB
• vmar-20250831_def.xml (EX-101.DEF) — 58KB
• vmar-20250831_lab.xml (EX-101.LAB) — 31KB
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IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 5

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5

KEY INFORMATION

ITEM 3. KEY INFORMATION 5

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 24

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 50

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 50

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 52

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 63

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 67

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 67

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 68

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 78

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 81 PART II 82

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 82

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 82

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 82

[RESERVED]

ITEM 16. [RESERVED] 83

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 83

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 83

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 84

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 84

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 84

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT. 85

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE. 85

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE. 86

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 86

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 86

CYBERSECURITY

ITEM 16K. CYBERSECURITY 86 PART III 86

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 86

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 86

EXHIBITS

ITEM 19. EXHIBITS 87 ii Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 20-F (the "Annual Report") contains statements that constitute "forward-looking statements". Any statements that are not statements of historical facts may be deemed to be forward-looking statements. These statements appear in a number of different places in this Annual Report and, in some cases, can be identified by words such as "anticipates", "estimates", "projects", "expects", "contemplates", "intends", "believes", "plans", "may", "will", or their negatives or other comparable words, although not all forward-looking statements contain these identifying words. Forward-looking statements in this Annual Report may include, but are not limited to, statements and/or information related to: strategy, future operations, projected production capacity, projected sales or rentals, projected costs, expectations regarding demand and acceptance of our products, availability of material components, trends in the market in which we operate, plans and objectives of management. We believe that we have based our forward-looking statements on reasonable assumptions, estimates, analysis and opinions made in light of our experience and our perception of trends, current conditions and expected developments, as well as other factors that we believe to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Although management believes that the assumption and expectations reflected in such forward-looking statements are reasonable, we may have made misjudgments in preparing such forward-looking statements. Assumptions have been made regarding, among other things: our expected production capacity; labor costs and material costs, no material variations in the current regulatory environment and our ability to obtain financing as and when required and on reasonable terms. Readers are cautio

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not Applicable. C. Reasons for the offer and use of proceeds Not Applicable. D.

Risk Factors

Risk Factors An investment in our securities carries a significant degree of risk. You should carefully consider the following risks, as well as the other information contained in this Annual Report, including our consolidated financial statements and related notes included elsewhere in this Annual Report, before you decide to purchase our securities. Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our common shares. Refer to " Cautionary Note Regarding Forward-Looking Statements ." We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties. Risks Related to Our Operations There is limited public information on our operating history. Our limited public operating history makes evaluating our business and prospects difficult. Although we were formed in 2012, we did not provide public reports on the results of operations until our 2020 fiscal year. We only have seven years of audited financial statements. Additionally, we recently acquired Nautical Ventures Group Inc ("Nautical Ventures") and its subsidiaries, a business whose assets and revenues account for the vast majority of our assets and revenues as of August 31, 2025. You have less available public information regarding Nautical Ventures than for our company prior to the

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