SC 13G/A: Versus Systems Inc.

AI Summary

SC 13G/A filing by Versus Systems Inc..

Risk Assessment

Risk Level: low

Filing Documents

• tm244732d14_sc13ga.htm (SC 13G/A) — 47KB
• 0001104659-24-023430.txt ( ) — 49KB

(a). Name of Person Filing

Item 2(a). Name of Person Filing This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the common shares of the Company, no par value (the “Shares”). (i) CVI Investments, Inc. (ii) Heights Capital Management, Inc.

(b). Address of Principal Business Office or, if none, Residence

Item 2(b). Address of Principal Business Office or, if none, Residence The address of the principal business office of CVI Investments, Inc. is: P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman KY1-1104 Cayman Islands The address of the principal business office of Heights Capital Management, Inc. is: 101 California Street, Suite 3250 San Francisco , California 94111

(c). Citizenship

Item 2(c). Citizenship Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

(d) Title of Class of Securities

Item 2(d) Title of Class of Securities Common shares, no par value

(e) CUSIP Number

Item 2(e) CUSIP Number 92535P873 CUSIP No: 92535P873 Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); (k) Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ________________

Ownership

Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The number of Shares reported as beneficially owned consists of Shares issuable upon the exercise of warrants to purchase Shares. The Company’s Current Report on Form 8-K, filed on January 12, 2024, indicates there were 2,506,015 Shares outstanding as of December 29, 2023. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein. CUSIP No: 92535P873

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person Not applicable.

Identification and Classification of the Subsidiary Which

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person Not applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group Not applicable.

Certification

Item 10. Certification By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. CUSIP No: 92535P873

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: February 12, 2024 CVI INVESTMENTS, INC. HEIGHTS CAPITAL MANAGEMENT, INC. By: Heights Capital Management, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Secretary By: /s/ Brian Sopinsky Name: Brian Sopinsky Title: Secretary CUSIP No: 92535P873 EXHIBIT INDEX EXHIBIT DESCRIPTION I Limited Power of Attorney* II Joint Filing Agreement* *Previously filed

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