VS 8-K
Versus Systems Inc. (VS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 7.01 Regulation FD Disclosure.
As disclosed in a Form 8-K filed on April 29, 2026, the Nasdaq Stock Market, LLC (“Nasdaq”) issued a deficiency letter to Versus Systems, Inc. (the “Company”), also on April 29, 2026. The basis of the letter was that as of December 31, 2025, Versus Systems, Inc. did not maintain a minimum of $2,500,000 in stockholders’ equity as required for continued listing by Nasdaq Listing Rule 5550(b)(1).
As disclosed in a Form 8-K filed on June 26, 2026, on that date, the Company consummated the transaction contemplated by its Stock Purchase Agreement with ASPIS Cyber Technologies, Inc. (“ACT”) dated April 15, 2026. Specifically, the Company issued 1,310,969 shares of Company common stock for total consideration of $1,700,000.
In addition, on May 15, 2026, ACT renewed and extended its Technology License and Software Development Agreement with the Company. Pursuant to this amendment, the Company delivered a functional license for its gamification, engagement, and QR code technology, and ACT will pay the Company a license fee of $165,000 per month through at least January 31, 2027. Since the license is a functional license and the performance obligation was satisfied upon delivery, the Company recognized the entire transaction price of $1,485,000 as revenue in the quarter ended June 30, 2026.
As a result of these transactions, as of the date of this Form 8-K, the Company believes it has regained compliance with the stockholders’ equity requirement. The Company’s compliance is illustrated in the pro forma balance sheet, giving effect to such transactions as of June 30, 2026, filed herewith as Exhibit 99.1.
Nasdaq has advised the Company that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report, the Company does not evidence compliance, that it may be subject to delisting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Pro Forma Balance Sheet | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERSUS SYSTEMS INC. | ||
| Date: July 23, 2026 | By: | /s/ Luis Goldner |
| Name: | Luis Goldner | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Versus Systems Inc.
Consolidated Statements of Financial Position - Forecast
(Expressed in US Dollars)
March
31, | Proforma Adjustments | June 30, 2026 | ||||||||||
| Unaudited | Unaudited | Unaudited | ||||||||||
| ($) | ($) | ($) | ||||||||||
| ASSETS | ||||||||||||
| Cash | 422,903 | 938,811 | (1) | 1,361,714 | ||||||||
| Accounts Receivable | 193,300 | 1,226,700 | (2) | 1,420,000 | ||||||||
| Prepaids | 106,750 | (15,461 | ) | 91,289 | ||||||||
| Promissory Note | - | - | - | |||||||||
| Total current assets | 722,953 | 2,150,050 | 2,873,003 | |||||||||
| Non-Current assets | ||||||||||||
| Intangible assets | 936,000 | 327,000 | 1,263,000 | |||||||||
| Total Assets | 1,658,953 | 2,477,050 | 4,136,003 | |||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued liabilities | 459,340 | 273,057 | 732,397 | |||||||||
| Total current liabilities | 459,340 | 273,057 | 732,397 | |||||||||
| Total liabilities | 459,340 | 273,057 | 732,397 | |||||||||
| Stockholders’ equity | ||||||||||||
| Stockholders’ Equity | 1,199,613 | 2,203,993 | 3,403,606 | |||||||||
| Total Stockholders’ equity | 1,199,613 | 2,203,993 | 3,403,606 | |||||||||
| (1) | Represents $1,700,000 in proceeds from sale of common stock pursuant to the Stock Purchase Agreement with ASPIS Cyber Technologies, Inc (ACT), offset by cash payments and receipts related to operating income and expenses. |
| (2) | Represents $1,485,000 of revenue recognized pursuant to ACT’s renewal and extension of its Technology License and Software Development Agreement with the Company offset by payments and adjustments. |