Versus Systems Inc 6-K, filed Mar 23, 2021

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANTTO RULE 13a-16 OR 15d-16 UNDER THESECURITIES EXCHANGE ACT OF 1934

For the month of March 2021

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   __

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   __

1

EXPLANATORY NOTE

On March 23, 2021, Versus Systems issued a press release titled: “Versus Systems to Allow Prizing in Mexico Starting in Q2.” A copy of this press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

EXHIBIT INDEX

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.

3

Exhibit 99.1

VersusSystems To Allow Prizing in Mexico Starting in Q2

Addingthe Largest Latin American Gaming and TV Subscription Markets

Will Significantly Expand the Reach of Versus’ Prizing Technology

LOS ANGELES, CA - March 23, 2021

• Versus Systems Inc. (“Versus” or the “Company”) (Nasdaq: VS) (FRANKFURT: BMVB) today announced that it has added new functionality to its patented Dynamic Regulatory Compliance prizing engine to support uses in Mexico, which is the largest gaming market, and the largest TV subscription market in Latin America. Versus will be partnering with some of its existing content partners to launch in Mexico in Q2 of this year.

By expanding into the Mexican market, Versus will leverage its gaming and second-screen expertise to provide unique prizing solutions for brands and content partners looking to engage with a combined audience of 85 million. According to Statista, user penetration for video games is expected to hit 65.0% by 2025 and household penetration of Pay TV and OTT services is expected to reach 32% in 2020.

"Digital media and entertainment in Mexico is an over twenty billion dollar market and it’s growing significantly year over year. The rapidly expanding Mexican gaming, interactive TV, and streaming markets represent tremendous opportunities for content creators and brands that want to add prizing and interactive engagement for their audiences. Adding access to Mexico is a fantastic fit with our multi-year partnerships with Xcite, Frias, HP, and all of our content and brand partners," said Matthew Pierce, Versus Systems' CEO.

About Versus Systems

Versus Systems Inc. has developed a proprietary in-game prizing and promotions engine that allows publishers, developers, and creators of games, apps, and other interactive media content to offer real world prizes inside their content. Players, viewers and users can choose from among the offered prizes and then complete in-game or in-app challenges to win the prizes. The Versus platform can be integrated into mobile, console, and PC games, as well as streaming media and mobile apps. For more information, please visit www.versussystems.comor visit the official Versus Systems YouTube channel.

Investor contact:

Sean McGowan, Cody Slach

Gateway Investor Relations

949-574-3860

VS@gatewayir.comorpress@versussystems.com

Disclaimer for Forward-LookingInformation

This news releasecontains certain forward-looking information and forward-looking statements within the meaning of the applicable Canadian securitieslegislation. All statements, other than statements of historical fact, are forward looking statements and are based on expectations,estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions,expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrasessuch as "expects", or "does not expect", "is expected", "anticipates" or "does notanticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes"or "intends" or variations of such words and phrases or stating that certain actions, events or results "may"or "could", "would", "might" or "will" be taken to occur or be achieved) are not statementsof historical fact and may be forward looking statements. These forward-looking statements are based on reasonable assumptionsand estimates of management of the Company at the time such statements were made. Actual future results may differ materially asforward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results,performance or achievements of the Company to materially differ from any future results, performance or achievements expressedor implied by such forward-looking statements. Although the forward-looking statements contained in this news release are basedupon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assureshareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that causeresults not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-lookingstatements and information. There can be no assurance that forward-looking information, or the material factors or assumptionsused to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations torelease publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable law.