VMAR

Business Context and Reporting Period

Company: Vision Marine Technologies Inc.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: August 2025 (Specifically August 15–18, 2025)
Principal Executive Office: Boisbriand, Québec, Canada

This filing reports the entry into a material definitive agreement regarding a firm commitment equity offering.

Key Financial Metrics and Transaction Details

Capital Raised: Gross proceeds of US$7,000,000 (Note: Source text states "US$7,000,00", interpreted as $7M based on share count and price).
Offering Price: US$2.00 per common share (inclusive of pre-funded warrant exercise price).
Securities Issued:

• 2,075,000 Common Shares
• 1,425,000 Pre-funded Warrants (Exercise price: CA$0.001; all exercised as of August 18, 2025)

Underwriting Terms:

• Underwriter: ThinkEquity LLC
• Discount: 6.5%
• Over-allotment Option: 15% (up to 525,000 additional shares/warrants) for 45 days
• Underwriter Warrants: 175,000 shares, 5-year term, exercise price US$2.50

Use of Proceeds: General corporate purposes, working capital, inventory management, servicing floorplan lines of credit, G&A expenses, and patent prosecution for E-Motion™ electric powertrain technology. Potential use for acquisitions (none identified).

Material Changes

Equity Structure: Significant increase in outstanding common shares due to the issuance of 2,075,000 new shares and the immediate exercise of 1,425,000 pre-funded warrants.
Liquidity: Immediate injection of gross capital of approximately US$7 million to support operations and debt servicing.
Lock-up Period: The Company agreed not to issue or announce the issuance of common shares (or equivalents) for 60 days following the closing (until approximately October 17, 2025), subject to exceptions.

Guidance, Outlook, and Risks

Management Commentary: The Company intends to utilize proceeds to strengthen its balance sheet, specifically targeting inventory management and the servicing of floorplan lines of credit. Strategic investments or acquisitions remain a possibility but are not currently targeted.
Risks and Contingencies:

• Dilution to existing shareholders from the issuance of new shares and warrants.
• Market risk associated with the over-allotment option and future equity issuances.
• Execution risk regarding the development and patenting of E-Motion™ technology.

Unusual Items: None reported beyond the standard terms of the underwriting agreement.

Investor Verification Checklist

• Verify the exact net proceeds after deducting the 6.5% underwriting discount and other offering expenses.
• Confirm the total number of outstanding shares post-closing, including the 1,425,000 shares from exercised pre-funded warrants.
• Review the specific terms of the "floorplan lines of credit" to understand the debt obligations being serviced.
• Monitor the 45-day window for the exercise of the 15% over-allotment option by ThinkEquity LLC.
• Check for any future filings regarding the 60-day lock-up period expiration and potential new issuances.