Versus Systems Inc. Files Material Definitive Agreement

TL;DR

VS: Signed a big deal, details TBD.

AI Summary

On October 7, 2024, Versus Systems Inc. entered into a material definitive agreement. The filing does not provide specific details on the agreement, the counterparty, or any associated financial terms.

Why It Matters

This filing indicates a significant new contract or partnership for Versus Systems Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and impact of the material definitive agreement.

Key Players & Entities

• Versus Systems Inc. (company) — Registrant
• October 7, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $2,500,000 — 024, which provides for ASPIS to make a $2,500,000 investment in the Company. The Investm
• $165,000 — to a license fee (the "License Fee") of $165,000 per month beginning in January 2025. Th
• $500,000 — ASPIS agreed to deliver to the Company $500,000 (the "Initial Investment Amount" and th
• $2,000,000 — Funding Date"), deliver to the Company $2,000,000 (collectively with the Initial Investme
• $4.00 — one Common Share at a purchase price of $4.00 per one whole share, exercisable for fi
• $1.16 — sed on the Initial Funding Date and (2) $1.16 per share; provided, however, that if
• $10.00 — action, unless such amount is less than $10.00. Also pursuant to the Funding Agreemen

Filing Documents

• ea021771302-8k_versus.htm (8-K) — 40KB
• 0001213900-24-087879.txt ( ) — 256KB
• vs-20241007.xsd (EX-101.SCH) — 4KB
• vs-20241007_def.xml (EX-101.DEF) — 26KB
• vs-20241007_lab.xml (EX-101.LAB) — 36KB
• vs-20241007_pre.xml (EX-101.PRE) — 25KB
• ea021771302-8k_versus_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 7, 2024, Versus Systems Inc. (the "Company") entered into two agreements with ASPIS Cyber Technologies, Inc. ("ASPIS"). ASPIS, an affiliate of the Company's largest shareholder—Cronus Equity Capital Group, LLC ("CECG")—is a cloud-based mobile endpoint cyber security technology company for anti-tapping and anti-hacking within the government, finance, gaming and social media sectors. CEGC holds approximately 39.5% of the outstanding common shares of the Company based on the amount of Company common shares issued and outstanding as of August 12, 2024, without regard to the transactions described in this Current Report on Form 8-K. CEGC's managing member and its Schedule 13D appointee, which Schedule 13D, as may be amended, was originally filed with the Securities and Exchange Commission December 7, 2023, is the Chairman and a shareholder of ASPIS. One of the Company's directors—Luis Goldner—is a shareholder of ASPIS and serves on the board of directors of ASPIS. The first agreement is a Technology License and Software Development Agreement (the "License Agreement"), entered into on October 7, 2024 and effective as of October 4, 2024, which provides for the Company to license its gamification, engagement and QR code technology (the "Versus Technology") to ASPIS for use in ASPIS's website business and for development of additional functionality for the Versus Technology. The second agreement is a Business Funding Agreement (the "Funding Agreement," and together with the License Agreement, the "Investment Documents")), entered into and effective October 7, 2024, which provides for ASPIS to make a $2,500,000 investment in the Company. The Investment Documents are the basis of the Company's Compliance Plan that it submitted to The Nasdaq Capital Market ("Nasdaq") on October 7, 2024 (the "Company's Plan") outlining how the Company intends to regain compliance with Nasdaq's minimum shareholders' equity requi

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future, including statements regarding the Company's plans to regain compliance. It is important to note that actual outcomes and the Company's actual results could differ materially from those in such forward-looking statements. Actual results could differ from those projected in any forward-looking or, if accepted, whether the Company will regain compliance with the minimum shareholders' equity rule within the timelines required by Nasdaq, failing which, the Company's securities will be delisted by Nasdaq; uncertainty whether the Company would appeal any delisting notice or whether any such appeal would be successful, failing which, the Company's securities will be delisted by Nasdaq; the risk that delisting of the Company's securities may have a material adverse effect on the Company's share liquidity and trading price and on the Company's ability to obtain financing and continue its business; whether the Company will realize long-term benefits and synergies from the partnership with ASPIS; and the risk of changes in business strategy or plans. Readers should also refer to the risk disclosures outlined in the Company's quarterly reports on Form 10-Q, the Company's annual reports on Form 10-K, and the Company's other disclosure documents filed from time-to-time with the Securities and Exchange Commission at www.sec.gov and the Company's interim and annual filings and other disclosure documents filed in Canada from time-to-time under the Company's profile on SEDAR+ at https://www.sedarplus.ca. 3

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: October 15, 2024 By: /s/ Curtis Wolfe Name: Curtis Wolfe Title: Interim Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR