Versus Systems Inc. Files 8-K on Equity Sales & Amendments
Ticker: VS · Form: 8-K · Filed: Dec 26, 2024 · CIK: 1701963
Sentiment: neutral
Topics: unregistered-securities, corporate-amendment, filing
TL;DR
VS stock: 8-K filed detailing unregistered equity sales & corporate changes. Watch for dilution.
AI Summary
Versus Systems Inc. filed an 8-K on December 26, 2024, reporting on unregistered sales of equity securities and amendments to its articles of incorporation. The filing indicates a date of report of December 24, 2024, with the earliest event reported on December 18, 2024. The company is incorporated in Delaware and its fiscal year ends on December 31.
Why It Matters
This filing provides updates on the company's capital structure and potential dilution from equity sales, which can impact existing shareholders.
Risk Assessment
Risk Level: medium — Unregistered equity sales can lead to dilution and signal potential financial distress or a need for capital.
Key Numbers
- 001-39885 — SEC File Number (Identifies the company's filing with the SEC.)
Key Players & Entities
- Versus Systems Inc. (company) — Registrant
- December 18, 2024 (date) — Earliest event reported
- December 24, 2024 (date) — Date of report
- December 26, 2024 (date) — Filing date
- Delaware (jurisdiction) — State of incorporation
FAQ
What specific types of equity securities were sold unregistered?
The filing indicates 'Unregistered Sales of Equity Securities' as an item, but the specific details of the securities sold are not provided in this excerpt.
What amendments were made to the articles of incorporation or bylaws?
The filing lists 'Amendments to Articles of Incorporation or Bylaws' as an item, but the specific nature of these amendments is not detailed in this excerpt.
Were any matters submitted to a vote of security holders?
Yes, 'Submission of Matters to a Vote of Security Holders' is listed as an item in the filing.
What is the company's fiscal year end?
The company's fiscal year ends on December 31.
What is the primary business of Versus Systems Inc. according to the SIC code?
The company's SIC code is 7374, which corresponds to SERVICES-COMPUTER PROCESSING & DATA PREPARATION.
Filing Stats: 712 words · 3 min read · ~2 pages · Grade level 11.2 · Accepted 2024-12-26 08:43:17
Key Financial Figures
- $2.5 million — of such warrants, upon conversion of a $2.5 million promissory note held by ASPIS Cyber Tec
- $4.00 — one common share at a purchase price of $4.00 per whole share, exercisable for five y
Filing Documents
- ea0225905-8k_versus.htm (8-K) — 31KB
- ea022590501ex3-1_versus.htm (EX-3.1) — 33KB
- 0001213900-24-112400.txt ( ) — 285KB
- vs-20241218.xsd (EX-101.SCH) — 4KB
- vs-20241218_def.xml (EX-101.DEF) — 26KB
- vs-20241218_lab.xml (EX-101.LAB) — 36KB
- vs-20241218_pre.xml (EX-101.PRE) — 25KB
- ea0225905-8k_versus_htm.xml (XML) — 5KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.
03 Amendments to Articles of Incorporation or Bylaws; Change
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. Versus Systems, Inc. (the "Company") held a special meeting of shareholders on December 18, 2024. The Company had 2,746,505 shares of common stock eligible to vote at the meeting, of which 1,096,051 were present in person or by proxy. This equaled 39.9% of the shares eligible to vote. The Company presented two proposals at the meeting, which were both approved with the following votes. Proposal 1: A special resolution authorizing and approving the continuance of the Company from the Province of British Columbia in accordance with the Business Corporations Act (British Columbia) into the State of Delaware in accordance with the Delaware General Corporation Law. For: 1,087,314 Against: 8,737 Abstain: 0 Proposal 2: A special resolution authorizing and approving the issuance of 2,155,172 common shares, warrants to purchase an additional 1,077,586 shares, and such 1,077,586 shares upon the exercise of such warrants, upon conversion of a $2.5 million promissory note held by ASPIS Cyber Technologies, Inc., which is an affiliate of the Company's largest shareholder, Cronus Equity Capital Group, LLC. For: 1,05,836 Against: 40,215 Abstain: 0 As contemplated and authorized by Proposal 1, on December 18, 2024, the Company completed the continuance and is now incorporated under the laws of the State of Delaware. A copy of the Company's Certificate of Corporate Domestication and Certificate of Incorporation is included in this report as Exhibit 3.1. As contemplated and authorized by Proposal 2, on December 23, 2024, the Company completed the issuance of such securities. The issuance is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The warrants permit the holder to purchase one-half of one common share at a purchase price of $4.00 per whole share, exercisable for five years from the date of issuance.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Corporate Domestication and Certificate of Incorporation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1
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: December 24, 2024 By: /s/ Luis Goldner Name: Luis Goldner Title: Chief Executive Officer 2