Versus Systems Inc F-1/A, filed Oct 12, 2023
Versus Systems Inc. (VS)
As filed with the Securities and Exchange Commission on October 12, 2023
Registration No. 333-271771
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
AMENDMENT NO. 5
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
VERSUS SYSTEMS INC.
(Exact Name of Registrant as Specified in Its Charter)
____________________
Not Applicable
(Translation of Registrant’s Name into English)
____________________
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British Columbia |
7374 |
Not Applicable |
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|
(State or other Jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
1558 West Hastings Street
Vancouver BC V6G 3J4 Canada
(604) 639-4457
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
____________________
Matthew Pierce
Versus Systems Inc.
1370 N. St Andrews Pl
Los Angeles, CA 90028
(310) 242-0228
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
____________________
Copy to:
|
M. Ali Panjwani, Esq. |
Stephen E. Older, Esq. |
____________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.
EXPLANATORY NOTE
Versus Systems, Inc. is filing this Amendment No. 5 to its Registration Statement on Form F-1 (File No. 333-271771) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
Item 8. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this registration statement:
EXHIBIT INDEX
The following documents are filed as part of this registration statement:
|
Exhibit |
Exhibit Description |
Incorporation by Reference |
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Form |
Filing |
Exhibit |
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1.1** |
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3.1 |
F-1 |
11/20/2020 |
3.1 |
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3.2 |
F-1 |
11/20/2020 |
3.2 |
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4.1 |
F-1/A |
1/11/2021 |
4.1 |
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4.2 |
6-K |
1/21/2021 |
99.2 |
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4.3** |
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4.4** |
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4.5** |
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5.1** |
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5.2** |
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10.1 |
F-1 |
11/20/2020 |
10.1 |
|||||
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10.2 |
F-1 |
11/20/2020 |
10.2 |
|||||
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10.3 |
F-1 |
11/20/2020 |
10.3 |
|||||
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10.4 |
F-1 |
11/20/2020 |
10.4 |
|||||
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10.5 |
F-1 |
11/20/2020 |
10.5 |
|||||
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10.6 |
F-1 |
11/20/2020 |
10.6 |
|||||
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10.7 |
F-1 |
11/20/2020 |
10.7 |
|||||
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10.8 |
F-1 |
11/20/2020 |
10.8 |
|||||
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10.9# |
F-1 |
11/20/2020 |
10.9 |
|||||
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10.10# |
POS AM F-1 |
5/28/2021 |
10.10 |
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II-1
|
Exhibit |
Exhibit Description |
Incorporation by Reference |
||||||
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Form |
Filing |
Exhibit |
||||||
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10.11** |
||||||||
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14.1 |
F-1/A |
1/11/2021 |
14.1 |
|||||
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21.1 |
F-1 |
11/20/2020 |
21.1 |
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23.1* |
Consent of Davidson & Company LLP as an Independent Registered Public Accounting Firm. |
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23.2* |
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23.3** |
Consent of Fasken Martineau DuMoulin, LLP (included in Exhibit 5.1). |
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23.4** |
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24.1** |
Power of Attorney (included on signature page of initial filing). |
F-1 |
5/9/2023 |
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99.1 |
F-1/A |
1/11/2021 |
99.1 |
|||||
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99.2 |
F-1/A |
1/11/2021 |
99.2 |
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99.3 |
Charter of the Nominating and Corporate Governance Committee. |
F-1/A |
1/11/2021 |
99.3 |
||||
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107** |
F-1 |
5/9/2023 |
107 |
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____________
* Filed herewith.
** Previously filed.
# Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K. Schedules, exhibits and similar supporting attachments to this exhibit are omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Versus Systems Inc. has signed this registration statement on October 12, 2023.
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VERSUS SYSTEMS INC. |
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By: |
/s/ Matthew Pierce |
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Matthew Pierce |
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Chief Executive Officer (Principal Executive Officer) |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Name |
Position |
Date |
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/s/ Matthew Pierce |
Chairman and Chief Executive Officer |
October 12, 2023 |
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Matthew Pierce |
(Principal Executive Officer) |
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/s/ Craig Finster |
Chief Financial Officer |
October 12, 2023 |
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Craig Finster |
(Principal Financial and Accounting Officer) |
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* |
Director |
October 12, 2023 |
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Keyvan Peymani |
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* |
Director |
October 12, 2023 |
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Brian Tingle |
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* |
Director |
October 12, 2023 |
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Michelle Gahagan |
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* |
Director |
October 12, 2023 |
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Paul Vlasic |
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* |
Director |
October 12, 2023 |
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Jennifer Prince |
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* |
Director |
October 12, 2023 |
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Shannon Pruitt |
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*By: |
/s/ Matthew Pierce |
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Matthew Pierce, |
II-3
Exhibit 23.1
CONSENT OF Independent Registered Public Accounting Firm
We consent to the use in this Registration Statement on Amendment No. 5 to Form F-1 of our report dated November 30, 2021, relating to the consolidated financial statements of Versus Systems Inc., which is part of this Registration Statement.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ DAVIDSON & COMPANY LLP
| Vancouver, Canada | Chartered Professional Accountants |
| October 12, 2023 |
Exhibit 23.2
 |
18012 Sky Park Circle, Suite 200 Irvine, California 92614 tel 949-852-1600 fax 949-852-1606 www.rjicpas.com |
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement to Amendment No. 5 to Form F-1 of Versus Systems Inc. (the “Company”) of our report dated March 29, 2023, relating to the consolidated financial statements of the Company and subsidiaries as of December 31, 2022 and 2021 and for the years then ended, included in the Company’s Annual Report on Form 20-F as of and for the years ended December 31, 2022 and 2021 and to the reference of our Firm under the caption “Expert” on the Registration Statement.
/s/ Ramirez Jimenez International CPAs
Irvine, California
October 12, 2023