Versus Systems 8-K: Material Rights Modification, Shareholder Vote
Ticker: VS · Form: 8-K · Filed: Jan 12, 2024 · CIK: 1701963
Complexity: simple
Sentiment: mixed
Topics: shareholder-rights, corporate-governance, warrants
TL;DR
**Versus Systems just filed an 8-K about changing shareholder rights and a vote, watch your VS shares!**
AI Summary
Versus Systems Inc. filed an 8-K on January 12, 2024, reporting a material modification to the rights of security holders and the submission of matters to a vote of security holders, effective December 28, 2023. This filing indicates potential changes to the terms of their Common Shares and Unit A Warrants, which are registered on The Nasdaq Capital Market under the trading symbol VS. Investors should pay close attention as these modifications could impact the value or control associated with their holdings.
Why It Matters
This filing signals potential changes to shareholder rights or warrant terms, which could directly affect the value and control of Versus Systems Inc. stock and warrants.
Risk Assessment
Risk Level: medium — Changes to security holder rights or warrant terms can significantly impact an investment, introducing uncertainty about future value or control.
Analyst Insight
A smart investor would closely monitor Versus Systems Inc. (VS) for subsequent filings or press releases that detail the specific nature of the 'Material Modifications to Rights of Security Holders' and the 'Submission of Matters to a Vote of Security Holders' reported on December 28, 2023, to understand the full impact on their investment.
Key Players & Entities
- Versus Systems Inc. (company) — the registrant filing the 8-K
- The Nasdaq Capital Market (company) — the exchange where Versus Systems' securities are registered
- VS (company) — the trading symbol for Versus Systems' Common Shares
- December 28, 2023 (date) — the date of the earliest event reported
- January 12, 2024 (date) — the filing date of the 8-K
FAQ
What specific event triggered this 8-K filing by Versus Systems Inc.?
This 8-K filing was triggered by a 'Material Modification to Rights of Security Holders' and 'Submission of Matters to a Vote of Security Holders', with the earliest event reported on December 28, 2023.
Which securities of Versus Systems Inc. are affected by the reported modifications?
The filing mentions 'Common Shares' and 'Unit A Warrants' as the securities registered pursuant to Section 12(b) of the Act, implying these are the securities whose rights may be modified.
On which exchange are Versus Systems Inc.'s Common Shares traded?
Versus Systems Inc.'s Common Shares are traded on The Nasdaq Capital Market under the trading symbol VS.
What is the registrant's business address and phone number as stated in the filing?
The registrant's business address is 1558 West Hastings Street, Vancouver BC V6G 3J4 Canada, and their telephone number is (604) 639-4457.
What is the Central Index Key (CIK) for Versus Systems Inc.?
The Central Index Key (CIK) for Versus Systems Inc. is 0001701963.
Filing Stats: 1,409 words · 6 min read · ~5 pages · Grade level 13.8 · Accepted 2024-01-12 16:05:43
Key Financial Figures
- $1.00 — hares recently closed below the minimum $1.00 per share requirement and on January 23
Filing Documents
- ea191489-8k_versus.htm (8-K) — 48KB
- 0001213900-24-003338.txt ( ) — 263KB
- vs-20231228.xsd (EX-101.SCH) — 4KB
- vs-20231228_def.xml (EX-101.DEF) — 26KB
- vs-20231228_lab.xml (EX-101.LAB) — 36KB
- vs-20231228_pre.xml (EX-101.PRE) — 25KB
- ea191489-8k_versus_htm.xml (XML) — 5KB
03 Material Modification of Rights of Security Holders
Item 3.03 Material Modification of Rights of Security Holders. On December 28, 2023, Versus Systems Inc. (the " Company ") effected a reverse stock split of its issued common shares in the ratio of 1-to-16 (the " Reverse Stock Split "). The Reverse Stock Split was approved by the Company's Board of Directors on December 11, 2023. Under the applicable laws of the Province of British Columbia and the Company's Articles and Notice of Articles, shareholder approval of the Reverse Stock Split was not required. Reason for the Reverse Stock Split The Company's common shares are presently quoted on the Nasdaq Capital Market under the symbol "VS". The bid price of the Company's common shares recently closed below the minimum $1.00 per share requirement and on January 23, 2023 and July 25, 2023 the Company received notifications of noncompliance from Nasdaq. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was afforded until January 22, 2024 to regain compliance with the bid price requirement, which requires that the Company's common shares close at a price of at least $1.00 per share for a minimum of 10 consecutive trading days. T he Reverse Stock Split was effected to enable the Company to expeditiously meet the minimum bid price requirement for continued listing on The Nasdaq Capital Market. Effective Date; Symbol; CUSIP Number The Reverse Stock Split became effective at the open of business on December 29, 2023 (the " Effective Date "), at which time the shares of the Company's common shares began trading on a Reverse Stock Split-adjusted basis. As of the Effective Date, the new CUSIP Number for the Company's common stock is 92535P873. Split Adjustment On the Effective Date, the total number of the Company's common shares held by each shareholder was automatically converted into the number of whole common shares equal to the number of issued and outstanding common shares held by such shareholder immediately prior to the Reverse Stock Split, div
07 Submission
Item 5.07 Submission of Matters to a Vote of Security Holders. On December 29, 2023, the Company held its annual general meeting of shareholders for its fiscal year ended December 31, 2023 (the " Annual Meeting "). Holders of 1,261,740 of the Company's common shares were present in person or by proxy at the Annual Meeting, representing 50.98% of the total outstanding common shares. Under the Company's Articles, a quorum of shareholders is present at a meeting if there are two shareholders, or one or more proxyholder(s) representing two shareholders, or one shareholder and a proxyholder representing another shareholder; therefore, a quorum was present at the Annual Meeting . The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows. Other than proposal 1 and 3 below, broker non-votes for each of the other proposals are 3,595,210. 1. A proposal to fix the number of directors of the Company at seven: For Against Abstain Non-Vote 1,206,840 54,900 0 0 2. A proposal to elect the directors of the Company for the ensuing year: Director's Name Votes For Votes Withheld Matthew Pierce 1,031,238 5,802 Keyvan Peymani 1,029,670 7,370 Juan Carlos Barrera 1,031,718 5,322 Michelle Gahagan 1,031,172 5,868 Luis Goldner 1,031,585 5,455 David Catzel 1,031,709 5,331 Shannon Pruitt 1,031,245 5,794 3. A proposal to appoint RJI International CPAs, Chartered Accountants as the auditors of the Company until the next annual meeting of shareholders or until his or her office is earlier vacated: For Against Abstain Non-Vote 1,260,872 0 1,561 0 4. A proposal to authorize the directors of the Company to determine the remuneration to be paid to RJI International CPAs, Chartered Accountants: For Against Abstain 1,030,985 6,054 0 The forgoing numbers give effect to the Reverse Stock Split. Pursuant to the foregoing votes, (i) the proposal to fix the number of d
SIGNATURES
SIGNATURES 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. VERSUS SYSTEMS INC. Date: January 12, 2024 By: /s/ Matthew Pierce Name: Matthew Pierce Title: Chief Executive Officer 3