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 x
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 listing requirement for The Nasdaq Capital Market. The Determination
Letter has no immediate effect on the listing of the Company’s common shares on the Nasdaq Capital Market.
The Company plans to timely file a hearing request
will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted
by the Panel following the hearing. In that regard, pursuant to the Nasdaq Listing Rules, the Panel has the authority to grant an extension
not to exceed 180 days from the date of the Determination Letter.
Notwithstanding the foregoing, there can be no assurance that the Panel
will grant the Company an additional extension period or that the Company will ultimately regain compliance with all applicable requirements
for continued listing on The Nasdaq Capital Market.
On August 20, 2024, the Company issued the Press
Release related to the Determination Letter and the information described above. A copy of the Press Release is furnished as Exhibit 99.1
to this Report on Form 6-K.
Regulation FD Disclosure
On August 20, 2024, the Company announced in the
Press Release that that the Company will effect a reverse stock split of its outstanding common shares at a ratio of 1-for-15 that
will become effective at 11:59 p.m. Eastern Time on August 21, 2024. The Company’s common shares will begin trading on Nasdaq on
a split-adjusted basis when the market opens on August 22, 2024 under the existing symbol, VMAR, and under a new CUSIP number, 92840Q103.
This reverse stock split is primarily intended to bring the Company into compliance with Nasdaq’s minimum bid price requirement
for continued listing.
General
The information contained in this Report on Form
6-K of the Company, except for the press release furnished herewith as Exhibit 99.1 is hereby incorporated by reference into the Company’s
Registration Statement on Form F-3 (File No. 333-267893) and Registration Statement on Form S-8 (File No. 333-264089).
Exhibit Index
Exhibit No.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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VISION MARINE TECHNOLOGIES INC. |
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| Date: August 20, 2024 |
By: |
/s/ Raffi Sossoyan |
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Name: |
Raffi Sossoyan |
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Title: |
Chief Financial Officer |
Exhibit 10.1
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (this
“Agreement”) is made and entered into as of August 16, 2024 by and among Vision Marine Technologies Inc.,
a corporation incorporated under the Quebec Business Corporations Act (the “Company”), and the undersigned
holder (the “Holder”) of Common Share Purchase Warrants issued by Company on December 21, 2023 (the “Warrants”).
WHEREAS, Company and Holder
entered into a securities purchase agreement (the “Securities Purchase Agreement”) on December 13, 2023
pursuant to which, among other matters, Holder purchased, and Company issued, that number of Warrants set forth on the signature page
hereto (the “Holder’s Warrants”);
WHEREAS, Holder duly paid
for the Holder’s Warrants, and Company issued the Holder’s Warrants, on December 21, 2023;
WHEREAS, Holder (or other
purchasers of the Warrants on behalf of Holder) have negotiated with Company for the exchange pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”), and in reliance on Section 3(a)(9) of the Securities Act, of such Warrants
for common shares of the Company (the “Common Shares”) and/or pre-funded warrants in the form set out
hereto as Exhibit A (the “Pre-Funded Warrants”);
NOW, THEREFORE, in consideration
of the foregoing, of the mutual promises herein set forth, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, it is hereby agreed as follows:
ARTICLE I
EXCHANGE
Section 1.1 Exchange
of the Holder’s Warrants. Under the terms and subject to the conditions hereof and in reliance upon the representations, warranties
and agreements contained herein, at the Closing (as defined herein), Holder shall exchange or cause to be exchanged the Holder’s
Warrants for a number of Common Shares and/or Pre-Funded Warrants as set out on the signature page hereto (the “Exchange
Securities”), as appropriately adjusted for any stock split, combination, reorganization, recapitalization, reclassification,
stock dividend, stock distribution or similar event declared or effected prior to the Closing (as defined herein); provided that the aggregate
number of Common Shares and Pre-Funded Warrants for which the Holder’s Warrants are exchanged shall equal twice the number of Holder’s
Warrants (the “Exchange”).
Section 1.2 Closing.
The closing (the “Closing”) of the exchange of the Holder’s Warrants for the Exchange Securities
shall be held at the offices of Ortoli Rosenstadt LLP, 366 Madison Avenue, New York, BY 11238, immediately subsequent to the satisfaction
or waiver of the conditions set forth in Articles V and VI herein, or at such other time, date or place as Holder and Company may
agree in writing; provided that such Closing may not be more than three business days after the date hereof. The date on which the Closing
occurs is hereinafter referred to as the “Closing Date.” At the Closing, all certificates representing
the Holder’s Warrants shall be voided without need for physical delivery of such certificates.
Section 1.3 Deliveries.
At the Closing, Company shall deliver to Holder (i) certificates registered or evidence of book-entry credits, in Holder’s name
(or the name(s) of one or more subsidiaries of Holder that it shall so designate in writing) representing the Common Shares included in
the Exchange Securities and (ii) certificates registered in Holder’s name (or the name(s) of one or more subsidiaries of Holder
that it shall so designate in writing) representing the Pre-Funded Warrants included in the Exchange Securities (the “Company Closing
Deliveries”).
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF HOLDER
Holder represents and warrants
to Company, as follows:
Section 2.1 Title
to the Holder’s Warrants. As of the Closing, Holder will own, directly or indirectly, and exchange the Holder’s Warrants
free and clear of any and all option, call, contract, commitment, mortgage, pledge, security interest, encumbrance, lien, tax, claim or
charge of any kind or right of others of whatever nature (collectively, a “Lien”) of any kind.
Section 2.2 Authority
Relative to this Agreement. Holder has the requisite corporate power and authority to execute and deliver this Agreement, and to consummate
the transactions contemplated hereby. The execution and delivery of this Agreement by Holder, and the consummation by Holder of the transactions
contemplated hereby has been duly authorized, and no other corporate or stockholder proceedings on the part of Holder are necessary to
authorize this Agreement or for Holder to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed
and delivered by Holder and, assuming the due authorization, execution and delivery thereof by Company, constitutes the valid and binding
obligation of Holder, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency or other
equitable remedies.
Section 2.3 Governmental
Approvals. No material consent, approval, authorization or order of, or registration, qualification or filing with, any court, regulatory
authority, governmental body or any other third party is required to be obtained or made by Holder for the execution, delivery or performance
by Holder of this Agreement or the consummation by Holder of the transactions contemplated hereby.
Section 2.4 Receipt
of Information. Holder has received all the information it considers necessary or appropriate to decide whether to acquire the Exchange
Securities in exchange for the Holder’s Warrants. Holder has had an opportunity to ask questions and receive answers from Company
regarding the terms and conditions of the offering of the Exchange Securities and the business and financial condition of Company and
to obtain additional information necessary to verify the accuracy of any information furnished to it or to which it had access. Holder
has not received, and is not relying on, any representations or warranties from Company, other than as provided herein.
Section 2.5 Restricted
Securities. Holder understands that the Exchange Securities may not be sold, transferred or otherwise disposed of without registration
under the Securities Act of 1933, as amended (the “Securities Act”), or an exemption therefrom, and that
in the absence of an effective registration statement covering the Exchange Securities or an available exemption from registration under
the Securities Act, the Exchange Securities must be held indefinitely.
Section 2.6 Legends.
It is understood that the certificates (or book entry) evidencing the Exchange Securities will bear the following legend:
“THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED.”
Section 2.7 Series
A Preferred Stock. The Holder acknowledges that the transactions to be undertaken pursuant to this Agreement do not trigger any adjustment
to the Series A Preferred Stock or the Conversion Price of the Series A Preferred Stock, and the Holder waives the right to any such adjustment
in the event that such right to an adjustment exists.
Section 2.8 Bring-Down
of Representations and Warranties. All legal and factual representations and warranties made by the Holder to the Company in the Securities
Purchase Agreement are accurate and complete in all material respects as of the date hereof, unless as of a specific date therein in which
case they shall be accurate as of such date.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF COMPANY
Section 3.1 Exchange
Securities. The Exchange Securities have been duly and validly authorized, and, when issued upon the terms hereof, will be fully paid,
nonassessable and free of statutory preemptive rights and contractual stockholder preemptive rights, with no personal liability attaching
to the ownership thereof.
Section 3.2 Authority
Relative to this Agreement. Company has the requisite corporate power and authority to execute and deliver this Agreement and the
requisite corporate power and authority to consummate the transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation by Company of the transactions contemplated hereby has been duly authorized by Company’s board of directors,
and no other corporate or stockholder proceedings on the part of Company are necessary to authorize this Agreement or to consummate the
transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Company and, assuming the due authorization,
execution and delivery thereof by Holder, constitutes the valid and binding obligation of Company, enforceable against Company in accordance
with its terms, except as may be limited by bankruptcy, insolvency or other equitable remedies.
Section 3.3 Governmental
Approvals. No material consent, approval, authorization or order of, or registration, qualification or filing with, any court, regulatory
authority, governmental body or any other third party is required to be obtained or made by Company for the execution, delivery or performance
by Company of this Agreement or the consummation by Company of the transactions contemplated thereby, except those contemplated hereby.
Section 3.4 . No Commission.
Neither the Company nor any of its affiliates nor any person working on behalf of the foregoing has paid or agreed to pay, directly or
indirectly, any commission or other remuneration (within the meaning of Section 3(a)(9) of the Securities Act and the rules and regulations
of the Securities and Exchange Commission promulgated thereunder) in connection with the Exchange.
ARTICLE IV
ADDITIONAL AGREEMENTS
Section 4.1 Commercially
Reasonable Efforts. The parties shall each cooperate with each other and use (and shall cause their respective subsidiaries to use)
their respective commercially reasonable efforts to promptly take or cause to be taken all necessary actions, and do or cause to be done
all things, necessary, proper or advisable under this Agreement and applicable laws to consummate and make effective all the transactions
contemplated by this Agreement as soon as practicable.
Section 4.2 Tacking.
Subject to the truth and accuracy of Holder’s representations set forth in this Agreement, the parties acknowledge and agree that
in accordance with Section 3(a)(9) of the Securities Act, the Exchange Securities issued in exchange for the Holder’s Warrants will
tack back to the original issue dates of the Holder’s Warrants pursuant to Rule 144, and the Company agrees not to take a position
to the contrary.
ARTICLE V
CONDITIONS TO CLOSING OF COMPANY
The obligation of Company
to acquire the Holder’s Warrants from Holder and to issue the Exchange Securities to Holder at the Closing is subject to the fulfillment
to Company’s satisfaction on or prior to the Closing Date of each of the following conditions:
Section 5.1 Representations
and Warranties. Each representation and warranty made by Holder in Article II above shall be true and correct on and as of the Closing
Date as though made as of the Closing Date.
Section 5.2 Performance.
All covenants, agreements and conditions contained in this Agreement to be performed or complied with by Holder on or prior to the Closing
Date shall have been performed or complied with by Holder in all respects.
ARTICLE VI
CONDITIONS TO CLOSING OF HOLDER
The obligation of Holder to
acquire the Exchange Securities from Company, and to transfer the Holder’s Warrants to Company, at the Closing is subject to the
fulfillment to Holder’s satisfaction on or prior to the Closing Date of each of the following conditions:
Section 6.1 Representations
and Warranties. Each representation and warranty made by Company in Article III above shall be true and correct in all material respects
on and as of the Closing Date as though made as of the Closing Date.
Section 6.2 Performance.
All covenants, agreements and conditions contained in this Agreement to be performed or complied with by Company on or prior to the Closing
Date shall have been performed or complied with by Company in all respects.
Section 6.3 Certificates
and Documents. Company shall have delivered at or prior to the Closing to Holder the Company Closing Deliveries.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Termination.
This Agreement may be terminated at any time on or prior to the Closing Date, by mutual written consent of Holder and Company.
Section 7.2 Savings
Clause. No provision of this Agreement shall be construed to require any party or its affiliates to take any action that would violate
any applicable law (whether statutory or common), rule or regulation.
Section 7.3 Amendment
and Waiver. Except as otherwise provided herein, this Agreement may not be amended except by an instrument in writing signed on behalf
of each of the parties hereto. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed
as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement
in accordance with its terms.
Section 7.4 Severability.
If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all
other provisions of this Agreement shall not be affected and shall remain in full force and effect.
Section 7.5 Entire
Agreement. Except as otherwise expressly set forth herein, this Agreement, together with the several agreements and other documents
and instruments referred to herein or therein or annexed hereto, embody the complete agreement and understanding among the parties hereto
with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among
the parties, written or oral, that may have related to the subject matter hereof in any way. Without limiting the generality of the foregoing,
to the extent that any of the terms hereof are inconsistent with the rights or obligations of Holder under any other agreement with Company,
the terms of this Agreement shall govern.
Section 7.6 Successors
and Assigns. Neither this Agreement nor any of the rights or obligations of any party under this Agreement shall be assigned, in whole
or in part by any party without the prior written consent of the other parties.
Section 7.7 Counterparts.
This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute
one and the same agreement.
Section 7.8 Remedies.
(a) Each party hereto acknowledges
that monetary damages would not be an adequate remedy in the event that each and every one of the covenants or agreements in this Agreement
are not performed in accordance with their terms, and it is therefore agreed that, in addition to and without limiting any other remedy
or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief
in any court of competent jurisdiction enjoining any such breach and enforcing specifically each and every one of the terms and provisions
hereof. Each party hereto agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred,
and to waive any requirement for the securing or posting of any bond in connection with such remedy.
(b) All rights, powers and
remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative,
and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any
other such right, power or remedy by such party.
Section 7.9 Notices.
All notices and other communications hereunder shall be delivered pursuant to the terms of the Securities Purchase Agreement.
Section 7.10 Governing
Law; Consent to Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles
of conflicts of law thereof. Each party agrees that all actions, claims, suits, investigations or proceedings (including, without limitation,
an informal investigation or partial proceeding, such as a deposition) (each, a “Proceeding”) concerning
the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Proceeding is improper
or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of
delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve
process in any other manner permitted by law.
Section 7.11 Interpretation.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation”.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Holder has caused this Exchange Agreement to
be duly executed and delivered as of the date first above written.
HOLDER
[ ]
| Holder’s Warrants to which this Exchange Agreement applies: |
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| Common Shares in Exchange Securities: |
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| Pre-Funded Warrants in Exchange Securities: |
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IN WITNESS WHEREOF, the Company has caused this Exchange Agreement
to be duly executed and delivered as of the date first above written.
COMPANY
VISION MARINE TECHNOLOGIES INC.
Exhibit 99.1
Vision Marine Technologies Announces Reverse
Stock Split, Warrant Exchange and Receives Nasdaq Staff Determination Letter Regarding Non-Compliance with Minimum Bid Price Requirement
Montreal,
QC, August 20, 2024 — Vision Marine Technologies,
Inc. (NASDAQ: VMAR) ("Vision Marine" or the "Company"), a pioneer in electric marine propulsion, today
announced that its Board of Directors (the “Board”) has approved a 15-for-1 reverse stock split of the Company’s common
shares. The reverse stock split is expected to become effective when the market opens on August 22, 2024 (the “Effective Date”).
Upon the Effective Date, the Company’s common shares will begin trading on a split-adjusted basis under the existing trading symbol
"VMAR." The new CUSIP number for the Company’s common shares following the reverse stock split will be 92840Q103.
The primary goal of the reverse stock split is to increase the per-share
market price of the Company's common shares to regain compliance with the minimum $1.00 bid price per share requirement of Nasdaq Listing
Rule 5550(a)(2). This move follows the Company’s receipt of a staff determination letter (the “Determination Letter”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on August 15, 2024, which indicated that
the Company had not regained compliance with the Bid Price Requirement by the deadline of August 14, 2024.
As outlined in the form 6-K filed with the Securities and Exchange
Commission, Vision Marine received a deficiency letter from Nasdaq on February 16, 2024, notifying the Company that its common shares
had fallen below the minimum $1.00 per share requirement for the preceding 30 consecutive business days. Despite being granted an initial
180-calendar-day period to regain compliance, the Company was unable to achieve the required bid price by the deadline, leading to the
issuance of the Determination Letter.
In addition to addressing the bid price issue, the reverse stock split
is intended to align the Company's capital structure with Nasdaq’s requirements. As a result of the reverse stock split, every fifteen
common shares of the Company issued and outstanding will be automatically consolidated into one common share. Proportionate adjustments
will be made to the exercise prices and the number of shares underlying the Company's outstanding equity awards, as well as to the number
of shares issuable under the Company’s equity incentive plans. The common shares issued pursuant to the reverse stock split will
remain fully paid and non-assessable. The reverse stock split will not decrease the number of authorized common shares or affect the par
value of the common shares.
No fractional shares will be issued in connection with the reverse
stock split. Shareholders will be issued one whole common share in exchange for any fractional interest that such shareholder would have
otherwise received. Vstock Transfer LLC, the Company's transfer agent, is acting as the exchange agent for the reverse stock split. Shareholders
holding their shares electronically in book-entry form or through a bank, broker, or other nominee will not need to take any action.
Importantly, the Determination Letter does not have an immediate effect
on the listing of the Company’s common shares on The Nasdaq Capital Market. Vision Marine intends to promptly file a hearing request
with Nasdaq, which will automatically stay any suspension or delisting action pending the hearing and any additional extension period
that may be granted by the Panel. The Nasdaq Listing Rules authorize the Panel to grant an extension of up to 180 days from the date of
the Determination Letter.
Vision Marine remains committed to taking all necessary steps to achieve
compliance with Nasdaq's requirements and will continue to provide updates on the status of the listing as they become available.
The Company additionally announced today that it has commenced an exchange
offer (the "Exchange") relating to its outstanding private placement of Series A Convertible Preferred Shares and warrants issued
by the Company on December 21, 2023 (the "Warrants"). The purpose of the Exchange is to simplify the Company's capital structure
and reduce the potential dilutive impact of the Warrants.
The Company is offering to all holders of the Warrants the opportunity
to receive twice the number of warrant shares equal to shares of the Company’s common shares, no par value per share (the "Shares")
and a number of pre-funded common share warrants of the Company in exchange for each outstanding Warrant tendered by the Warrant holder
and exchanged pursuant to the Exchange. Pursuant to the Exchange, the Company is offering up to an aggregate of 5,650,284 common shares
in exchange for the Warrants.
For further information, please
refer to the Company’s Report on Form 6-K filed on August 16, 2024, which includes a copy of this press release as Exhibit 99.1.
About Vision Marine Technologies Inc.
Vision Marine Technologies Inc. (NASDAQ: VMAR) epitomizes the marine
industry’s shift towards electric propulsion, offering the pioneering E-Motion™ outboard powertrain system. This innovative
technology represents a significant leap forward in marine propulsion, combining advanced battery packs, inverters, and high-efficiency
motors with proprietary software and assembly techniques. Vision Marine’s commitment to eco-friendly electric powerboats is reshaping
the recreational boating experience, offering higher speeds, longer ranges, and smoother rides than traditional internal combustion engine
boats. With a focus on design, innovation, and craftsmanship, Vision Marine continues to redefine recreational boating for a more sustainable
future.
Forward-Looking Statements
This press release contains forward-looking statements within the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include predictions, expectations, estimates,
and other information that might be considered future events or trends, not relating to historical matters. These statements involve known
and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from
those expressed or implied by such statements. Vision Marine’s Annual Report on Form 20-F for the year ended August 31, 2023, and
its periodic filings with the SEC provide a detailed discussion of these risks and uncertainties. Vision Marine does not undertake any
obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, as
required by law.
Investor and Company Contact:
Bruce Nurse
(303) 919-2913
bn@v-mti.com
Vision Marine Technologies (NASDAQ:VMAR)
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