Versus Systems Inc F-1/A, filed May 31, 2023

Public offering price per common share

Net tangible book value per share as of March 31, 2023

Increase in pro forma net tangible book value per share attributed to the investors purchasing shares issued in this offering

Adjusted pro forma net tangible book value per share after giving effect to this offering

Dilution to net tangible book value per share to new investors purchasing shares in this offering

Versus Systems Inc. (VS)

F-1/A 2023-05-31

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Added on October 20, 2026

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British Columbia		7374		Not Applicable
(State or other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

	Per Share and Accompanying Common Warrant	Per Pre-Funded Warrant and Accompanying Common Warrant	Maximum Total Amount
Public offering price	$	$	$
Placement agent fees(1)	$	$	$
Proceeds, before expenses, to us(2)	$	$	$

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii
PROSPECTUS SUMMARY		1
RISK FACTORS		9
CURRENCY AND EXCHANGE RATE INFORMATION		12
USE OF PROCEEDS		13
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS		14
DILUTION		15
CAPITALIZATION		17
DESCRIPTION OF SECURITIES		18
MEMORANDUM AND ARTICLES OF ASSOCIATION		22
SHARES ELIGIBLE FOR FUTURE SALE		36
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS		38
CANADIAN TAX IMPLICATIONS FOR NON-CANADIAN HOLDERS		45
PLAN OF DISTRIBUTION		47
LEGAL MATTERS		50
EXPERTS		50
EXPENSES		50
ENFORCEMENT OF CIVIL LIABILITIES		50
WHERE YOU CAN FIND ADDITIONAL INFORMATION		51
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE		52

Name of Subsidiary	Country of Incorporation	Proportion of Ownership Interest
Versus Systems (Holdco), Inc.	United States of America	81.9%
Versus Systems UK, Ltd	United Kingdom	81.9%
Versus, LLC	United States of America	81.9%
Xcite Interactive, Inc.	United States of America	100%

Issuer		Versus Systems Inc.
Common shares offered by us:		common shares
Common Warrants offered by us:		Common warrants to purchase up to common shares, which will be exercisable during the period commencing on the date of their issuance and ending five years from such date at an exercise price of $ per common share. The common warrants will be sold together with the common shares but issued separately from the common shares and may be transferred separately immediately thereafter. A common warrant to purchase one common share will be issued for every common share purchased in this offering. A holder (together with its affiliates) may not exercise any portion of the common warrant to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s common warrants up to 9.99% of the number of common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the common warrants.
Pre-Funded Warrants offered by us:		We are also offering to certain purchasers whose purchase of our common shares in this offering would otherwise result in the purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common shares immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants (together with the common warrants, the “Warrants”) in lieu of common shares that would otherwise result in any such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common shares. Each pre-funded warrant will be exercisable for one common share. A holder (together with its affiliates) may not exercise any portion of the pre-funded warrant to the extent that the holder would own more than 4.99% of the outstanding common shares immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding common shares after exercising the holder’s pre-funded warrants up to 9.99% of the number of common shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded warrants. Purchasers of pre-funded warrants in this offering may also elect prior to the issuance of the pre-funded warrants to have the initial exercise limitation set at 9.99% of our outstanding common shares. The purchase price of each pre-funded warrant and the accompanying common warrant will equal the price at which the common shares and the accompanying common warrant are being sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share. The pre-funded warrants will be exercisable immediately and may be exercised at any time until exercised in full. For each pre-funded warrant we sell, the number of common shares we are offering will be decreased on a one-for-one basis. Because we will issue one common warrant for each common share and for each pre-funded warrant to purchase one common share sold in this offering, the number of common warrants sold in this offering will not change as a result of a change in the mix of the common shares and pre-funded warrants sold.

Assumed Combined Public Offering Price:		$ per share and accompanying common warrant or $ per pre-funded warrant and accompanying common warrant, as applicable. The combined public offering price per share and accompanying warrant or pre-funded warrant and accompanying warrant will be fixed for the duration of this offering.
Reasonable Best Efforts:		We have agreed to issue and sell the securities offered hereby to the purchasers through the Placement Agent. The Placement Agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby, but it will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. See “Plan of Distribution” on page 47 of this prospectus.
Common shares outstanding before the offering:		10,714,171 common shares.
Common shares to be outstanding after the offering if the maximum number of shares are sold:		Up to common shares (assuming the sale of the maximum number of common shares in this offering, at the assumed combined public offering price of $ , the closing sale price of our common shares on Nasdaq on May , 2023, and no sale of any pre-funded warrants but excluding the number of common shares issuable upon exercise of common warrants sold in this offering).
Common shares to be outstanding after the offering if 10% of the maximum number of shares are sold:		Up to common shares (assuming the sale of 10% of the maximum number of common shares in this offering, at the assumed combined public offering price of $ , the closing sale price of our common shares on Nasdaq on May , 2023, and no sale of any pre-funded warrants but excluding the number of common shares issuable upon exercise of common warrants sold in this offering).
Common shares to be outstanding after the offering if 25% of the maximum number of shares are sold:		Up to common shares (assuming the sale of 25% of the maximum number of common shares in this offering, at the assumed combined public offering price of $ , the closing sale price of our common shares on Nasdaq on May , 2023, and no sale of any pre-funded warrants but excluding the number of common shares issuable upon exercise of common warrants sold in this offering).
Common shares to be outstanding after the offering if 50% of the maximum number of shares are sold:		Up to common shares (assuming the sale of 50% of the maximum number of common shares in this offering, at the assumed combined public offering price of $ , the closing sale price of our common shares on Nasdaq on May , 2023, and no sale of any pre-funded warrants but excluding the number of common shares issuable upon exercise of common warrants sold in this offering).
Common shares to be outstanding after the offering if 75% of the maximum number of shares are sold:		Up to common shares (assuming the sale of 75% of the maximum number of common shares in this offering, at the assumed combined public offering price of $ , the closing sale price of our common shares on Nasdaq on May , 2023, and no sale of any pre-funded warrants but excluding the number of common shares issuable upon exercise of common warrants sold in this offering).

Use of Proceeds:		We intend to use the net proceeds of this offering for working capital and general corporate purposes, including marketing and sale expenses, the costs and expenses of continuing development of our engagement and rewards platform and salaries and wages. See “Use of Proceeds.”
Placement Agent Warrants		The registration statement of which this prospectus is a part also registers for sale warrants (the “Placement Agent Warrants”) to purchase common shares to the Placement Agent in the offering, as a portion of the compensation payable to the Placement Agent in connection with this offering. The Placement Agent Warrants will be exercisable six months after issuance at an exercise price of $ (110% of the combined public offering price per common share and accompanying common warrant) and expire five and a half years after the effective date of this offering. See “Plan of Distribution” section on page 47.
Risk Factors:		Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 9 before deciding to invest in our securities.
Trading Symbol:		Our common shares are listed on The Nasdaq Capital Market under the symbol “VS”. There is no established public trading market for the common warrants and pre-funded warrants to be sold in this offering and we do not expect a market to develop. In addition, we do not intend to apply for listing of the common warrants or pre-funded warrants on Nasdaq, any other national securities exchange or any other trading system.
Lock-up:		We and our directors, officers and certain of our principal shareholders have agreed with the Placement Agent not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common shares or securities convertible into common shares for a period of 90 days after the date of this prospectus. See “Plan of Distribution” section on page 47.

	Period End	Period Average	Low	High
	(C$ per US$)
Year Ended December 31:
2016	1.3426	1.3243	1.2544	1.4592
2017	1.2517	1.2984	1.2131	1.3745
2018	1.3644	1.2957	1.2280	1.3650
2019	1.2962	1.3269	1.2962	1.3591
2020	1.2753	1.3422	1.2715	1.4539
2021	1.2777	1.2533	1.2031	1.2941
2022	1.3532	1.3014	1.2452	1.3873
2023:
January	1.3330	1.3422	1.3314	1.3664
February	1.3616	1.3454	1.3317	1.3618
March	1.3525	1.3683	1.3525	1.3804
April	1.3552	1.3484	1.3344	1.3627

	As of March 31, 2023
	Actual			Adjusted
Cash and Cash Equivalents	$	5,279,410		$
Liabilities:
Notes payable		2,567,793			2,567,793
Total liabilities		2,938,236			2,938,236
Equity
Share capital
Common shares, no par value; unlimited shares authorized and 10,714,171 shares issued and outstanding on an actual basis, shares issued and outstanding on an adjusted pro forma basis		128,823,181
Class A shares; 338 shares authorized and 338 issued and outstanding on an actual and on a pro forma and a pro forma as adjusted basis		28,247			28,247
Reserves		13,259,645			13,259,645
Cumulative translation adjustment		164,318			164,318
Deficit		(126,376,607	)		(126,376,607	)
Total Equity before non-controlling interest		15,898,784
Non-controlling interest		(6,515,823	)		(6,515,823	)
Total Equity		9,382,961
Total Liabilities and Equity	$	12,321,197		$

Number of Share Purchase Warrants	Exercise Price (USD$)		Expiry Date
112,491	$	112.50	January 20, 2026
331,044	$	28.80	February 28, 2027
220,500	$	1.25	December 6, 2027
158,000	$	1.10	December 9, 2027
414,500	$	7.80	January 18, 2028
175,000	$	0.90	February 2, 2028
1,411,535

	Delaware	British Columbia
	For example, a stockholder is entitled to appraisal rights in the case of a merger or consolidation if the shareholder is required to accept in exchange for the shares anything other than: (i) shares of stock of the corporation surviving or resulting from the merger or consolidation, or depository receipts in respect thereof; (ii) shares of any other corporation, or depository receipts in respect thereof, that on the effective date of the merger or consolidation will be either listed on a national securities exchange or held of record by more than 2,000 shareholders; (iii) cash instead of fractional shares of the corporation or fractional depository receipts of the corporation; or (iv) any combination of the shares of stock, depository receipts and cash instead of the fractional shares or fractional depository receipts.	(iii) approve an arrangement, where the terms of the arrangement or court orders relating thereto permit dissent; (iv) sell, lease or otherwise dispose of all or substantially all of its undertaking; or (v) continue the company into another jurisdiction. Dissent may also be permitted if authorized by resolution. A court may also make an order permitting a shareholder to dissent in certain circumstances.
Compulsory Acquisition	Under the DGCL, mergers in which one corporation owns 90% or more of each class of stock of a second corporation may be completed without the vote of the second corporation’s board of directors or shareholders.	The BCBCA provides that if, within 4 months after the making of an offer to acquire shares, or any class of shares, of a company, the offer is accepted by the holders of not less than 90% of the shares (other than the shares held by the offeror or an affiliate of the offeror) of any class of shares to which the offer relates, the offeror is entitled, upon giving proper notice within 5 months after the date of the offer, to acquire (on the same terms on which the offeror acquired shares from those holders of shares who accepted the offer) the shares held by those holders of shares of that class who did not accept the offer. Offerees may apply to the court, within 2 months of receiving notice, and the court may set a different price or terms of payment and may make any consequential orders or directions as it considers appropriate.
Stockholder/Shareholder Consent to Action Without Meeting	Under the DGCL, unless otherwise provided in the certificate of incorporation, any action that can be taken at a meeting of the stockholders may be taken without a meeting if written consent to the action is signed by the holders of outstanding stock having not less than the minimum number of votes necessary to authorize or take the action at a meeting of the stockholders.	Although it is not customary for public companies to do so, under the BCBCA, shareholder action without a meeting may be taken by a consent resolution of shareholders provided that it satisfies the thresholds for approval in a company’s articles, the BCBCA and the regulations thereunder. A consent resolution is as valid and effective as if it was a resolution passed at a meeting of shareholders.

	Delaware	British Columbia
Vacancies on Board of Director	Under the DGCL, a vacancy or a newly created directorship may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director, unless otherwise provided in the certificate of incorporation or bylaws. Any newly elected director usually holds office for the remainder of the full term expiring at the annual meeting of stockholders at which the term of the class of directors to which the newly elected director has been elected expires.	Under the BCBCA and our articles, a vacancy among the directors created by the removal of a director may be filled by the shareholders at the meeting at which the director is removed or, if not filled by the shareholders at such meeting, by the shareholders or by the remaining directors. In the case of a casual vacancy, the remaining directors may fill the vacancy. Under the BCBCA, directors may increase the size of the board of directors by one third of the number of current directors who were elected or appointed as directors at an annual general meeting of shareholders. Under the BCBCA and our articles, if as a result of one or more vacancies, the number of directors in office falls below the number required for a quorum, the remaining directors may appoint as directors the number of individuals that, when added to the number of remaining directors, will constitute a quorum and/or call a shareholders’ meeting to fill any or all vacancies among directors and to conduct such other business that may be dealt with at that meeting, but must not take any other action until a quorum is obtained.
Constitution and Residency Of Directors	The DGCL does not have residency requirements, but a corporation may prescribe qualifications for directors under its certificate of incorporation or bylaws.	The BCBCA does not place any residency restrictions on the boards of directors.
Removal of Directors; Terms of Directors	Under the DGCL, except in the case of a corporation with a classified board or with cumulative voting, any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares entitled to vote at an election of directors.	Our articles allow for the removal of a director by special resolution of the shareholders. According to our articles, all directors cease to hold office immediately before the election or appointment of directors at every annual general meeting, but are eligible for re-election or re- appointment.
Inspection of Books and Records	Under the DGCL, any holder of record of stock or a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person may inspect the corporation’s books and records for a proper purpose.	Under the BCBCA, directors and shareholders may, without charge, inspect the records of a company. Former shareholders, to the extent permitted under our articles, and former directors may also inspect certain of the records, free of charge, but only those records pertaining to the times that they were shareholders or directors. Public companies must allow all persons to inspect certain records of the company free of charge.

	Delaware	British Columbia
		Under the BCBCA, upon the final disposition of a derivative action, the court may make any order it determines to be appropriate. In addition, under the BCBCA, a court may order a company to pay the complainant’s interim costs, including legal fees and disbursements. However, the complainant may be held accountable for the costs on final disposition of the action.
Oppression Remedy	Although the DGCL imposes upon directors and officers fiduciary duties of loyalty (i.e., a duty to act in a manner believed to be in the best interest of the corporation and its stockholders) and care, there is no remedy under the DGCL that is comparable to the BCBCA’s oppression remedy.	The BCBCA’s oppression remedy enables a court to make an order (interim or final) to rectify the matters complained of if the court is satisfied upon application by a shareholder (as defined below) that the affairs of the company are being conducted or that the powers of the directors are being or have been exercised in a manner that is oppressive, or that some action of the company or shareholders has been or is threatened to be taken which is unfairly prejudicial, in each case to one or more shareholders. The application must be brought in a timely manner. A “shareholder” for the purposes of the oppression remedy includes legal and beneficial owners of shares as well as any other person whom the court considers appropriate. The oppression remedy provides the court with extremely broad and flexible jurisdiction to intervene in corporate affairs to protect shareholders.
Blank Check Preferred Stock/Shares	Under the DGCL, the certificate of incorporation of a corporation may give the board the right to issue new classes of preferred shares with voting, conversion, dividend distribution, and other rights to be determined by the board at the time of issuance, which could prevent a takeover attempt and thereby preclude shareholders from realizing a potential premium over the market value of their shares. In addition, the DGCL does not prohibit a corporation from adopting a shareholder rights plan, or “poison pill,” which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares.	Under the BCBCA, once a class of preferred shares has been created, the board of directors may be authorized, without shareholder approval, but subject to the provisions of the articles and BCBCA, to determine the maximum number of shares of each series and create an identifying name for each series. The Company may, by special resolution, attach such special rights or restrictions, including dividend, liquidation and voting rights, as our board of directors may determine, and such special rights or restrictions, including dividend, liquidation and voting rights, may be superior to those of the common shares. A right or special right attached to issued shares must not be prejudiced or interfered with unless the shareholders holding shares of the class or series of shares to which the right or special right is attached consent by a special separate resolution of those shareholders. Under the BCBCA, each share of a series of shares must have the same special rights or restrictions as are attached to every other

	Delaware	British Columbia
		share of that series of shares. In addition, the special rights or restrictions attached to shares of a series of shares must be consistent with the special rights or restrictions attached to the class of shares of which the series of shares is part.
		The BCBCA does not prohibit a corporation from adopting a shareholder rights plan, or “poison pill,” which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares.
Advance Notification Requirements for Proposals of Stockholders/ Shareholders	Delaware corporations typically have provisions in their bylaws that require a stockholder proposing a nominee for election to the board of directors or other proposals at an annual or special meeting of the stockholders to provide notice of any such proposals to the secretary of the corporation in advance of the meeting for any such proposal to be brought before the meeting of the stockholders. In addition, advance notice bylaws frequently require the stockholder nominating a person for election to the board of directors to provide information about the nominee, such as his or her age, address, employment and beneficial ownership of shares of the corporation’s capital stock. The stockholder may also be required to disclose, among other things, his or her name, share ownership and agreement, arrangement or understanding with respect to such nomination. For other proposals, the proposing stockholder is often required by the bylaws to provide a description of the proposal and any other information relating to such stockholder or beneficial owner, if any, on whose behalf that proposal is being made, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitation of proxies for the proposal and pursuant to and in accordance with the Exchange Act and the rules and regulations promulgated thereunder.	Under the BCBCA, qualified shareholders holding at least one percent (1%) of our issued voting shares or whose shares have a fair market value in excess of CAD$2,000 in the aggregate may make proposals for matters to be considered at the annual general meeting of shareholders. Such proposals must be sent to us in advance of any proposed meeting by delivering a timely written notice in proper form to our registered office in accordance with the requirements of the BCBCA. The notice must include information on the business the shareholder intends to bring before the meeting in the prescribed form. To be a qualified shareholder, a shareholder must currently be and have been a registered or beneficial owner of at least one share of the company for at least two years before the date of signing the proposal. If the proposal and a written statement in support of the proposal (if any) are submitted at least three months before the anniversary date of the previous annual general meeting and the proposal and written statement (if any) meet other specified requirements, then the company must either set out the proposal, including the names and mailing addresses of the submitting person and supporters and the written statement (if any), in the proxy circular of the company or attach the proposal and written statement thereto. In certain circumstances, the company may refuse to process a proposal. We have included Advance Notice Provisions (as defined in the “Description of Share Capital” section above) in our articles. Under the Advance Notice Provisions, a shareholder wishing to nominate a director would be required to provide us with notice, in the prescribed form, within the prescribed time periods.

Description		Amount
SEC Filing Fee		$
FINRA Filing Fee
Printing Expenses
Accounting Fees and Expenses
Legal Fees and Expenses
Miscellaneous
Total		$

Exhibit Number	Exhibit Description	Incorporation by Reference
Exhibit Number	Exhibit Description	Form	Filing Date	Exhibit Number
10.10#**	Agreement and Plan of Merger among Versus Systems Inc., Wonkavision Merger Sub Inc., Xcite Interactive, Inc. and Front Range Ventures, LLC, dated May 11, 2021.
14.1	Code of Conduct and Ethics.	F-1/A	1/11/2021	14.1
21.1	List of Subsidiaries of Versus Systems Inc.	F-1	11/20/2020	21.1
23.1*	Consent of Davidson & Company LLP as an Independent Registered Public Accounting Firm.
23.2*	Consent of Ramirez Jimenez International CPAs
23.3**	Consent of Fasken Martineau DuMoulin, LLP (included in Exhibit 5.1).
23.4**	Consent of Pryor Cashman LLP (included in Exhibit 8.1).
24.1***	Power of Attorney (included on signature page of initial filing).	F-1	5/9/2023
99.1	Charter of the Audit Committee.	F-1/A	1/11/2021	99.1
99.2	Charter of the Compensation Committee.	F-1/A	1/11/2021	99.2
99.3	Charter of the Nominating and Corporate Governance Committee.	F-1/A	1/11/2021	99.3
107***	Filing Fee Table	F-1	5/9/2023	107

		VERSUS SYSTEMS INC.
		By:		/s/ Matthew Pierce
				Matthew Pierce
				Chief Executive Officer (Principal Executive Officer)

Name	Position	Date
/s/ Matthew Pierce	Chairman and Chief Executive Officer	May 31, 2023
Matthew Pierce	(Principal Executive Officer)
/s/ Craig Finster	Chief Financial Officer	May 31, 2023
Craig Finster	(Principal Financial and Accounting Officer)
/s/ Keyvan Peymani	Director	May 31, 2023
Keyvan Peymani
/s/ Brian Tingle	Director	May 31, 2023
Brian Tingle
/s/ Michelle Gahagan	Director	May 31, 2023
Michelle Gahagan
/s/ Paul Vlasic	Director	May 31, 2023
Paul Vlasic
/s/ Jennifer Prince	Director	May 31, 2023
Jennifer Prince
/s/ Shannon Pruitt	Director	May 31, 2023
Shannon Pruitt

Number of Shares		Date
10,714,171		On the date of this prospectus.
		After 91 days from the date of this prospectus (subject, in some cases, to volume limitations).
		After 180 days from the date of this prospectus (subject, in some cases, to volume limitations).

	Per Common Share and Common Warrant		Per Pre-Funded Warrant and Common Warrant	Maximum Total Amount
Public offering price	$	—	$	$
Placement agent fee (7.0%)	$	—	$	$
Proceeds, before expenses, to us	$	—	$	$

	/s/ DAVIDSON & COMPANY LLP

Vancouver, Canada	Chartered Professional Accountants

May 31, 2023