Vision Marine Technologies Enters Securities Purchase Agreement

TL;DR

Vision Marine inked a securities deal Jan 12th, details TBD.

AI Summary

On January 12, 2025, Vision Marine Technologies Inc. entered into a securities purchase agreement with various investors. The filing does not specify the dollar amounts or the terms of the agreement, but it indicates a material agreement was made.

Why It Matters

This filing indicates a new material agreement, which could impact the company's financing or strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement, but lacks specific details on financial terms, creating uncertainty.

Key Players & Entities

• Vision Marine Technologies Inc. (company) — Filer
• January 12, 2025 (date) — Date of agreement

FAQ

Key Financial Figures

• $1.25 — ement”). The purchase price was US$1.25 for (i) one common share (or pre-funded
• $5,883,000 — common warrant for gross proceeds of US$5,883,000. Any investor participating in the Priv
• $0.001 — price of each pre-funded warrant is CAD$0.001. The pre-funded warrants are immediatel
• $1.50 — mmon warrant has an exercise price of US$1.50 per share, will be immediately exercisa
• $5.3 m — e Private Placement are approximately US$5.3 million, after deducting placement agent
• $470,640 — the Placement Agent (i) a cash fee of US$470,640, equal to 8.0% of the gross proceeds fr
• $125,000 — i) reimbursed the Placement Agent for US$125,000 of its expenses in connection with the
• $5.8 Million — uo;Vision Marine Technologies Announces $5.8 Million Private Placement”. A copy thereo

Filing Documents

• tm253712d1_6k.htm (6-K) — 23KB
• tm253712d1_ex4-1.htm (EX-4.1) — 102KB
• tm253712d1_ex4-2.htm (EX-4.2) — 100KB
• tm253712d1_ex4-3.htm (EX-4.3) — 106KB
• tm253712d1_ex10-1.htm (EX-10.1) — 251KB
• tm253712d1_ex10-2.htm (EX-10.2) — 137KB
• tm253712d1_ex10-3.htm (EX-10.3) — 109KB
• tm253712d1_ex99-1.htm (EX-99.1) — 9KB
• tm253712d1_ex99-2.htm (EX-99.2) — 9KB
• 0001104659-25-004543.txt ( ) — 847KB

From the Filing

UNITED 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 January 2025 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 Definitive Material Agreement On January 12, 2025, we entered into a securities purchase agreement with various investors (the “Securities Purchase Agreement”). Pursuant to the Securities Purchase Agreement, we agreed to issue (i) 4,256,400 of our common shares, (ii) 450,000 pre-funded warrants, each to acquire a common share, and (iii) 2,353,200 common warrants, each to acquire a common share (the “Private Placement”). The purchase price was US$1.25 for (i) one common share (or pre-funded warrant in lieu thereof) and (ii) half a common warrant for gross proceeds of US$5,883,000. Any investor participating in the Private Placement who would have received a common share that would have caused such investor’s beneficial ownership of our common shares to exceed 4.99% of our outstanding common shares after such issuance, received a pre-funded warrant in lieu of such common share. Pursuant to the Securities Purchase Agreement, we have agreed that, subject to certain exceptions, (i) we will not issue, or enter into any agreement to issue or announce the issuance or proposed issuance of our common shares (or securities deemed equivalent to common shares) for a period of sixty days following the closing of the offering and that (ii) we will not enter into a variable rate transaction for a period of eighteen months following the closing of the offering provided , however , that the prohibition on variable rate transactions shall not apply to any such transaction undertaken through an at-the-market facility effected through a registered broker dealer sales agent. The Securities Purchase Agreement contains customary representations, warranties and agreements on our part, customary conditions to closing, indemnification obligations, other obligations of the parties, and termination provisions. The remaining exercise price of each pre-funded warrant is CAD$0.001. The pre-funded warrants are immediately exercisable upon the payment of the outstanding exercise price and may be exercised at any time until all of the pre-funded warrants are exercised in full. The pre-funded are exercisable on a standard cashless basis. No portion of a pre-funded warrant may be exercised if such exercise causes the holder thereof to have a beneficial Each common warrant has an exercise price of US$1.50 per share, will be immediately exercisable and will have a term of exercise equal to five and one half years from the initial exercise date. The common warrants are exercisable on a standard cashless basis at anytime that a registration statement for the resale of the common shares underlying such common warrants is not effective or available for use. No portion of a common warrant may be exercised if such exercise causes the holder thereof to have a beneficial ownership of our common shares that exceeds 4.99% of our outstanding common shares after such issuance. The Private Placement closed on January 16, 2025. Net proceeds from the Private Placement are approximately US$5.3 million, after deducting placement agent fees. We intend to use the net proceeds from this offering for working capital purposes. The issuance of the securities in the Private Placement was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Rule 506(b) of Regulation D under the Securities Act or pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering. In connection with the Private Placement, we entered into a registration rights agreement with the counterparties to the Securities Purchase Agreement on January 12, 2025 (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, we have undertaken to register the common shares sold in the Private Placement and the common shares underlying the common warrants and the pre-funded warrants. We have agreed to file a registration statement with the U.S. Securities and Exchange Commission registering such securities within ten days of January 12, 2025 and to use our reasonable best eff

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View this 6-K filing on SEC EDGAR