Versus Systems Inc 6-K, filed Dec 19, 2022
Versus Systems Inc. (VS)
6-K
2022-12-19
For: 2022-12-16
View Original
Added on
April 06, 2026
About this 6-K
Versus Systems Inc filed this 6-K on December 19, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December 2022
Commission File Number 001-39885
VERSUS SYSTEMS INC.
(Translation of registrant’s name into English)
1558 West Hastings Street
Vancouver BC V6G 3J4 Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
On December 16, 2022, Versus Systems Inc. filed on SEDAR in Canada its Notice of Annual General and Special Meeting of Shareholders and its Meeting Confirmation for Annual General and Special Meeting of Shareholders.
1
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Notice of Annual General and Special Meeting of Shareholders | |
| 99.2 | Meeting Confirmation for Annual General and Special Meeting of Shareholders |
2
SIGNATURE
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, thereunto duly authorized.
| VERSUS SYSTEMS INC. | ||
| Date: December 16, 2022 | By: | /s/ Matthew Pierce |
| Matthew Pierce | ||
| Chief Executive Officer | ||
3
Exhibit 99.1
| December 16, 2022 | 510 Burrard St, 3rd Floor |
| Vancouver BC, V6C 3B9 | |
| www.computershare.com |
| To: | All Canadian Securities Regulatory Authorities |
NASDAQ Exchange
Subject: VERSUS SYSTEMS INC.
Dear Sir/Madam:
We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:
| Meeting Type : | Annual General and Special Meeting |
| Record Date for Notice of Meeting : | January 11, 2023 |
| Record Date for Voting (if applicable) : | January 11, 2023 |
| Beneficial Ownership Determination Date : | January 11, 2023 |
| Meeting Date : | February 15, 2023 |
| Meeting Location (if available) : | Vancouver, BC |
| Issuer sending proxy related materials directly to NOBO: | Yes |
| Issuer paying for delivery to OBO: | No |
| Notice and Access (NAA) Requirements: | |
| NAA for Beneficial Holders | No |
| NAA for Registered Holders | No |
Voting Security Details:
| Description | CUSIP Number | ISIN |
| COMMON SHARES | 92535P881 | CA92535P8819 |
Sincerely,
Computershare
Agent for VERSUS SYSTEMS INC.
Exhibit 99.2
VERSUS SYSTEMS INC.
| Meeting Request Confirmation | Document Created: 12/16/2022 12:42 PM |
Submitted date: 16 Dec 2022 12:42 PM
Date Calculation Parameters
| Will Computershare be mailing to Non Objecting Beneficial Owners | Yes |
| (NOBO)? If Yes, at least 5 business days are required between Record and | |
| Mailing dates to allow adequate time to receive and process data. More info | |
| ... | |
| Will you be utilizing the Notice and Access option for your mailing to | No |
| Beneficial Owners? More info ... | |
| Do you intend on utilizing the Notice and Access option for your mailing to | No |
| Registered holders? More info ... | |
| Will Computershare be mailing or tabulating for other holders such as | No |
| Employee Plan Participants? If Yes, at least 5 business days are required | |
| between Record and Mailing dates to allow adequate time to receive and | |
| process data. More info ... |
Type of Meeting
| Please Select Your Meeting Type: | Annual General and Special Meeting (AGS) |
Meeting Date
| Please select your Meeting Date to create the Meeting Calendar. If | 15 Feb 2023 |
| Notice and Access is utilized, your Meeting Date must be at least 65 | |
| days from today. IMPORTANT: The number of days between | |
| Record Date and Meeting Date must be established in accordance | |
| with your company’s incorporation Act and/or special by-law | |
| provisions. More Info ... |
Meeting Calendar
| | CERTAINTY | INGENUITY | ADVANTAGE | | ||
| Page 1 of 7 | ||
VERSUS SYSTEMS INC.
| Meeting Request Confirmation | Document Created: 12/16/2022 12:42 PM |
| Critical Path Activities | Due Date | Calculation Rules |
|
Filing of Notice of Meeting and Record Date
|
16 Dec 2022 | Regulations require the Notice of Meeting and Record Date to be filed with a minimum of 25 days prior to Record Date. If you would like your Notice filed at an earlier date, please contact your Relationship Manager at Computershare or update your Activities. Same-day filing request will incur rush fees. |
| Material Search Date | 22 Dec 2022 | Regulations require the Search Cards to be sent with a minimum of 20 days prior to Record Date. |
| Meeting Date Publication | 04 Jan 2023 | Publication in Canadian newspapers to be done at least 7 days before Record Date. |
|
Record Date (click on “Re-Calculate dates” below if you change this date)
|
11 Jan 2023 | Regulations require setting of a Record Date with a minimum of 30 days and a maximum of 60 days before Meeting Date (or 50 days in some provincial acts). If Notice and Access is utilized, the Record Date must be at least 40 days before Meeting Date. Please verify your company’s requirements based on incorporation and/or special by-law provisions. |
| Send PDF/Word files to print materials | 17 Jan 2023 | If Computershare Communication Services is printing booklets or circulars, all final PDF or Word files must be provided at least 2 business days before Mailing Date. IMPORTANT: Bulk delivery to Intermediaries requires final PDF or Word files to be provided an additional 3 to 5 business days before Mailing Date. |
| Sign Off on Proxy and Voting Information Form (VIF)* (and Notice if applicable) |
17 Jan 2023 | At least 2 Business Days before Mailing Date. * VIF required if NOBO mailing is facilitated by Computershare. IMPORTANT: Sign off on Proxy and VIF is required no later than 3 business days before the expected Arrival of Materials date required by Intermediaries (see below). |
| Arrival of Materials | 18 Jan 2023 | Computershare requires printed materials at least 1 business day (and no later than 24 hours) prior to Mailing Date. IMPORTANT: Canada Intermediaries require to receive material at least 3 business days prior to Mailing Date; US Intermediaries require to receive material at least 5 business days prior to Mailing Date. |
| | CERTAINTY | INGENUITY | ADVANTAGE | | ||
| Page 2 of 7 | ||
VERSUS SYSTEMS INC.
| Meeting Request Confirmation | Document Created: 12/16/2022 12:42 PM |
|
Mailing Date (click on “Re-Calculate dates” below if you change this date) |
19 Jan 2023 | Regulatory deadline requires at least 21 days plus 4 business days before Meeting Date to send material to beneficial holders (NI 54-101, section 2.12). If Notice and Access is utilized, the regulatory deadline requires at least 30 days plus 4 business days before Meeting Date. |
| Proxy Voting Cut-Off Date | 13 Feb 2023 | Usually 2 business days before Meeting Date. |
| Meeting Date | 15 Feb 2023 | Regulations require setting of a Meeting Date with a minimum of 30 days and a maximum of 60 days after Record Date (or maximum of 50 days in some provincial acts). If Notice and Access is utilized, the Record Date must be at least 40 days before Meeting Date. Please verify your company’s requirements based on incorporation and/or special by-law provisions. |
Project Information
| Which hosting method will be used for this meeting? | Hybrid (virtual and in person) |
| Will you be using Computershare’s Virtual Meeting service? More info ... | No |
| Please provide the virtual meeting service provider name and method | TBD |
| (webcast or phone): | |
| What city and province/state will the meeting be held in? (max. 15 | Vancouver, BC |
| characters e.g. Toronto ON) | |
| Please provide the Meeting Venue: | 1558 West Hastings Street, Vancouver, BC V6G3J4 |
| Please provide the Meeting Time: | 11:00 AM |
| Please provide the Meeting Time Zone: | Pacific Standard/Daylight Time |
| Please provide the Primary Contact name for Materials Search | Kelsey Chin |
| Request: | |
| Please provide the Primary Contact telephone number for Materials | (604) 719-5614 |
| Search Request: | |
| Please provide an email contact for the Material Search Request: | kchin@intrepidfinancial.ca |
| Please provide the main contact email address for email | kchin@intrepidfinancial.ca |
| communications: |
| | CERTAINTY | INGENUITY | ADVANTAGE | | ||
| Page 3 of 7 | ||
VERSUS SYSTEMS INC.
| Meeting Request Confirmation | Document Created: 12/16/2022 12:42 PM |
| Optional additional email contact(s) for this meeting. For multiple | |
| emails, separate the email address by a semi colon “;” - (max. 150 | |
| characters and no spaces allowed) | |
| Please provide your communication language preference: | English |
Proxy Solicitation Services
| Will you require Proxy Solicitation Services for this meeting? More info... | No |
Regulatory Filing Services
| For which documents would you require Computershare SEDAR Filing | All documents on SEDAR |
| Services? More info... |
Forms and Design Services
| Will the Computershare standard Form of Proxy be utilized? | Yes |
| Will the Computershare standard NI 51-102 Card form be utilized? More | Yes |
| info... |
Mailing Inserts - Standard Package
| Select Mailing Inserts: |
| · | Select ‘Yes’ if printed by Computershare. |
| To view the printing services available, please click here |
| · | Select ‘Other’ if printed by another service provider |
| · | Select ‘No’ if NOT applicable to this mailing |
| (items selected will be used for the Material Search) | |
| Annual Report | No |
| Annual Financials/MD&A (if separate from Annual Report) | No |
| | CERTAINTY | INGENUITY | ADVANTAGE | | ||
| Page 4 of 7 | ||
VERSUS SYSTEMS INC.
| Meeting Request Confirmation | Document Created: 12/16/2022 12:42 PM |
| Separate Financial Statements | No |
| Separate MD&A | No |
| Notice/Proxy Circular | Yes |
| Separate Notice | No |
| Separate Proxy Circular | No |
| Form of Proxy | Yes |
| NI 51-102 Request Card | Yes |
| Canadian Business Reply Env. - prepaid | No |
| Canadian Business Reply Env. - not prepaid | No |
| U.S. Business Reply Env. - prepaid | No |
| U.S. Business Reply Env. - not prepaid | No |
| Int’l Business Reply Env. - prepaid | No |
| Int’l Business Reply Env. - not prepaid | No |
| Will you require other materials which need to be included in this mailing? | No |
| ie. Chairman’s Letter? More info... | |
| If Annual Report or Annual Financial Statements are part of proxy mailing, | No Annual Report (or Annual Financial |
| to which holders are these mailed to? | Statements) is (are) included in this mailing |
| More info... |
Communication Services
| Which language(s) will the materials be available in? | English |
| Which Beneficial Holder type(s) do you want proxy materials mailed to? | Holder Type A and S |
| More info... | |
| Will you be mailing to holders that have been coded for Returned Mail? | No |
| More info... |
| | CERTAINTY | INGENUITY | ADVANTAGE | | ||
| Page 5 of 7 | ||
VERSUS SYSTEMS INC.
| Meeting Request Confirmation | Document Created: 12/16/2022 12:42 PM |
| Are Computershare Mailing Services required? More info... | Yes |
| Will you mail proxy materials to US Beneficial Holders? Indicate YES if you | Yes |
| are an SEC Section 12 Issuer. More info... | |
| Are personalized mailings required to Directors and Auditors? More info... | No |
| Will you be offering electronic distribution of materials to your Registered Holders? More info... | No |
| Will you be offering electronic distribution of materials to your Beneficial holders? More info... | No |
| What method will be used to post materials on Computershare’s | Company URL provided |
| InvestorVote website? More info ... |
Tabulation and NOBO Services
| Will Computershare provide proxy tabulation service? | Yes |
| More info ... | |
| Will Computershare be mailing to Non Objecting Beneficial Owners | Yes |
| (NOBO)? More info... | |
| IMPORTANT: If Computershare is performing the NOBO mailing, Internet and telephone voting services will be provided to all holders Computershare is mailing to at no additional cost. | |
| Will you be paying for distribution to Objecting Beneficial Owners (OBO)? | No |
| If you choose not to pay, material may still be delivered to OBOs provided | |
| the intermediary assumes the costs of delivery. More info... | |
| Please provide the Proxy Cut Off Time: | 11:00 AM |
| Please provide the Proxy Cut Off Time Zone: | Pacific Standard/Daylight Time |
| Will a 3rd party file be included for this proxy mailing and/or tabulation? | No |
| More info... | |
| Do you have any special instructions re: Non-Voting securities, | No |
| Confidential Voting, proxy material or voting requirements for specific | |
| security holders (Preferred, Non Voting, Employee Plans, etc)? | |
| | CERTAINTY | INGENUITY | ADVANTAGE | | ||
| Page 6 of 7 | ||
VERSUS SYSTEMS INC.
| Meeting Request Confirmation | Document Created: 12/16/2022 12:42 PM |
Employee Plan Services
| Is a Computershare administered Plan file included for Proxy Tabulation? | No |
| Is an Employee Plan administered by another service provider to be | No |
| included in the proxy tabulation? More info... |
Meeting Registration Services
| Will you require Computershare to scrutineer your meeting? More info... | Yes |
| | CERTAINTY | INGENUITY | ADVANTAGE | | ||
| Page 7 of 7 | ||