Vision Marine Technologies Enters Warrant Exchange Agreement

TL;DR

Vision Marine swapped old warrants for new ones on Aug 16. Details TBD.

AI Summary

On August 16, 2024, Vision Marine Technologies Inc. entered into a Warrant Exchange Agreement. This agreement allows the company to exchange outstanding warrants for new warrants with different terms. The filing does not specify the number of warrants or the new terms.

Why It Matters

This agreement could impact the company's capital structure and the rights of warrant holders, potentially affecting future share dilution.

Risk Assessment

Risk Level: medium — Warrant exchanges can alter the company's financial obligations and potential share dilution, requiring careful monitoring.

Key Players & Entities

• Vision Marine Technologies Inc. (company) — Filer of the 6-K and party to the agreement
• August 16, 2024 (date) — Date the Warrant Exchange Agreement was entered into
• Warrant Exchange Agreement (agreement) — The material definitive agreement entered into by the company

FAQ

Key Financial Figures

• $1.00 — ommon shares remained below the minimum $1.00 per share requirement for continued inc

Filing Documents

• tm2421827d1_6k.htm (6-K) — 19KB
• tm2421827d1_ex10-1.htm (EX-10.1) — 44KB
• tm2421827d1_ex99-1.htm (EX-99.1) — 11KB
• image_002.jpg (GRAPHIC) — 5KB
• 0001104659-24-091266.txt ( ) — 83KB

From the Filing

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 August 2024 Commission File No. 001-39730 VISION MARINE TECHNOLOGIES INC. (Translation of registrant’s name into English) 730 Boulevard du Curé-Boivin Boisbriand, Québec, J7G 2A7, Canada (Address of principal executive office) 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 Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) Entry into a Material Definitive Agreement On August 16, 2024, Vision Marine Technologies Inc., a Quebec corporation (the “Company”) entered into a warrant exchange agreement (the “Warrant Exchange Agreement”) with twelve warrant holders (the “ Holders ”). Pursuant to the Warrant Exchange Agreement, the Company agreed to issue an aggregate of 5,650,284 common shares of the Company no par value per share (the “Exchange Shares”), to the Holders upon the exchange of 2,857,142 warrants to purchase shares of the Company’s common shares (the “Private Warrants”) held by each Holder (the “Exchange”). The Exchange is expected to be consummated on August 20, 2024. The issuance was made pursuant to the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (“Securities Act”), as securities exchanged by the Company with an existing security holder where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. The Exchange Shares were issued in exchange for Private Warrants issued on December 21, 2023 in a transaction exempt from registration under Section 4(a)(2) of the Securities Act, and, accordingly, may not be offered, sold, pledged or hypothecated except in compliance with the Securities Act or pursuant to an available exemption therefrom. On August 20, 2024, the Company issued a press release related to the Exchange and the information described above (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 to this Report on Form 6-K. The form of the Warrant Exchange Agreement is attached to this Report on Form 6-K as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. The copy of the Warrant has been included to provide investors and security holders with information regarding its terms. The copy is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the agreement, may have been made in some cases solely for the allocation of risk between the parties and may be subject to limitations agreed upon by the parties. Unregistered Sales of Equity Securities. The information set forth under “Entry into a Material Definitive Agreement” above is incorporated herein by reference. The common shares issued pursuant to the Warrant Exchange Agreement were offered and sold pursuant to the exemption from registration provided by Section 3(a)(9) under the Securities Act of 1933, as amended. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported in a Report on Form 6-K filed February 26, 20243, on February 16, 2024, the Company received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the preceding 30 consecutive business days, the closing bid price of the Company’s common shares remained below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). The Company was provided an initial period of 180 calendar days, or until August 14, 2024, (the “Compliance Period”) to regain compliance with the Bid Price Requirement. On August 15, 2024, the Company received a staff determination letter (the “Determination Letter”) from the Staff notifying the Company that it had not regained compliance with the Bid Price Requirement by August 14, 2024, and is not eligible for a second 180-day period due to the Company’s failure to comply with the minimum stockholders’ equity initial l

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