Versus Systems Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Versus Systems Inc. has filed its 2023 annual report (10-K) detailing its financial performance and operations.</b>

AI Summary

Versus Systems Inc. (VS) filed a Annual Report (10-K) with the SEC on April 1, 2024. Versus Systems Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company is registered with the SEC under file number 001-39885. Common Shares of Versus Systems Inc. trade under the symbol 'VS' on The Nasdaq Capital Market. Unit A Warrants are also registered and trade under the symbol 'VSSYW' on The Nasdaq Capital Market. The company is incorporated in British Columbia, Canada.

Why It Matters

For investors and stakeholders tracking Versus Systems Inc., this filing contains several important signals. This filing provides investors with a comprehensive overview of the company's financial health, strategic initiatives, and risk factors for the fiscal year 2023. The 10-K filing is a crucial document for understanding Versus Systems Inc.'s compliance with SEC regulations and its operational status on the Nasdaq Capital Market.

Risk Assessment

Risk Level: low — Versus Systems Inc. shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain new material events or significant financial distress indicators, suggesting a low immediate risk based solely on this document.

Analyst Insight

Review the full 10-K filing to understand Versus Systems Inc.'s financial performance, operational strategies, and forward-looking statements for fiscal year 2023.

Key Numbers

• 2023-12-31 — Fiscal Year End (The period covered by the 10-K filing.)
• 2024-04-01 — Filing Date (The date the 10-K was filed with the SEC.)
• 001-39885 — SEC File Number (The company's SEC filing identification number.)
• VS — Trading Symbol (Symbol for Common Shares on Nasdaq Capital Market.)
• VSSYW — Trading Symbol (Symbol for Unit A Warrants on Nasdaq Capital Market.)

Key Players & Entities

• Versus Systems Inc. (company) — Registrant name
• VS (company) — Trading symbol for Common Shares
• VSSYW (company) — Trading symbol for Unit A Warrants
• The Nasdaq Capital Market (company) — Exchange where securities are registered
• December 31, 2023 (date) — Fiscal year end
• 20240401 (date) — Filing date
• 001-39885 (regulator) — SEC File Number
• British Columbia (company) — Jurisdiction of incorporation

FAQ

Industry Context

Versus Systems Inc. operates in the technology sector, focusing on services related to computer processing and data preparation.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, as evidenced by its Form 10-K filing.

What Investors Should Do

1. Analyze the financial statements within the 10-K to assess revenue, expenses, and profitability for FY2023.
2. Review the 'Risk Factors' section (if available in the full document) for potential business and financial challenges.
3. Examine management's discussion and analysis (MD&A) for insights into the company's strategy and outlook.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-04-01: Filing Date — Date the 10-K was submitted to the SEC.

Year-Over-Year Comparison

This is the initial analysis of the 2023 10-K filing; comparison to prior filings would require access to those documents.

Key Financial Figures

• $6.88 — ice of the registrant's common stock of $6.88 on the Nasdaq Capital Market as of that

Filing Documents

• ea0201398-10k_versus.htm (10-K) — 1524KB
• ea020139801ex15-1_versus.htm (EX-15.1) — 2KB
• ea020139801ex19-1_versus.htm (EX-19.1) — 164KB
• ea020139801ex31-1_versus.htm (EX-31.1) — 11KB
• ea020139801ex31-2_versus.htm (EX-31.2) — 16KB
• ea020139801ex32-1_versus.htm (EX-32.1) — 7KB
• ea020139801ex32-2_versus.htm (EX-32.2) — 7KB
• ea020139801ex97-1_versus.htm (EX-97.1) — 33KB
• fin_001.jpg (GRAPHIC) — 13KB
• fin_002.jpg (GRAPHIC) — 2KB
• ex15-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-028552.txt (&nbsp;) — 7538KB
• vs-20231231.xsd (EX-101.SCH) — 80KB
• vs-20231231_cal.xml (EX-101.CAL) — 33KB
• vs-20231231_def.xml (EX-101.DEF) — 307KB
• vs-20231231_lab.xml (EX-101.LAB) — 531KB
• vs-20231231_pre.xml (EX-101.PRE) — 309KB
• ea0201398-10k_versus_htm.xml (XML) — 977KB

BUSINESS

BUSINESS 1 ITEM 1A.

RISK FACTORS

RISK FACTORS 7 ITEM 1B. UNRESOLVED STAFF COMMENTS 25 ITEM 1C. CYBERSECURITY 25 ITEM 2.

PROPERTIES

PROPERTIES 27 ITEM 3.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 27 ITEM 4. MINE SAFETY DISCLOSURES 27 PART II 28 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 28 ITEM 6. RESERVED 28 ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 28 ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 35 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 35 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 35 ITEM 9A.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 35 ITEM 9B. OTHER INFORMATION 35 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 35 PART III 36 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 36 ITEM 11.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 41 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 48 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 49 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 50 PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES 51 ITEM 16. FORM 10-K SUMMARY 52

SIGNATURES

SIGNATURES 53 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1 i Cautionary Note Regarding Forward- Looking When used in this annual report, statements that are not historical in nature, including those containing words such as "believe," "expect," "anticipate," "estimate," "plan," "continue," "intend," "should," "may" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters, are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act")). In particular, statements pertaining to our trends, liquidity and capital resources, among others, contain forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Examples of forward-looking statements include, but are not limited to, statements about the following: our prospects, including our future business, revenues, expenses, net income, earnings per share, gross margins, profitability, cash flows, cash position, liquidity, financial condition and results of operations, backlog of orders and revenue, our targeted growth rate, our goals for future revenues and earnings, and our expectations about realizing the revenues in our backlog and in our sales pipeline; the effects on our business, financial condition and results of operations of current and future economic, business, market and regulatory conditions, including the current economic and market conditions and their effects on our customers and their capital spending and ability to finance purchases of our products, services, technologies and systems; the effects of fluctuations in sales on our business, revenues, e

Forward-looking statements should not be read as a guarantee of future

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of whether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management's belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that may cause actual results, our performance or achievements, or industry results to differ materially from those contemplated by such forward-looking other risks and factors identified from time to time in our SEC filings. iii PART I

Business

ITEM 1. Business Our Mission Our mission is to reinvent the way our customers interact with consumers through live events, games, apps and streaming content. Our Company We offer a suite of proprietary business-to-business software tools that are meant to drive user engagement through gamification and rewards. These tools allow our partners to offer in-game prizing and rewards, including merchandise, coupons, digital goods, and sweepstakes entries — inside their websites, their venues, or their streaming media content. Our customers are mostly sports teams, venues, and advertising agencies, which typically use our products as part of their live events or as part of an advertising campaign with the goal of engaging fans, increasing consented first-party data, and increasing sales. Our products and games are designed so that end users of our products can earn prizes by registering on our system and completing in-content challenges like trivia, polls, or casual mobile games. Players can use our system to play a variety of games and earn a wide range of prize types, provided by advertisers and sponsors. Our products, include our in-venue XEO and Filter Fan Cam products for live events, and our new stand-alone "Winfinite" product that can be used by brands, advertising agencies, and content partners to reach potential customers outside of sports venues, on mobile devices. We also have an IP portfolio that can create future licensing and product development opportunities including our recently allowed Artificial Intelligence ("AI") and Machine Learning ("ML") series of patent claims. With the acquisition of Xcite Interactive in June 2021, we acquired a number of key pieces of technology and relationships that have helped to drive our engagement and rewards business, including a live events fan engagement business that has partnered with professional sports franchises in the National Football League ("NFL"), the National Basketball Association ("NBA"), the Nation

View Full Filing

View this 10-K filing on SEC EDGAR