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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 18, 2024, the board of directors of Versus Systems Inc. (the “Company”), appointed Geoff Deller as Chief Financial Officer, effective immediately, and approved an offer from the Company to Mr. Deller (the “Deller Offer Letter”). The Deller Offer Letter provides that Mr. Deller’s service to the Company is “at will” and that, for an initial period of time, Mr. Deller will act as a consultant to the Company. Pursuant to the Deller Offer Letter, Mr. Deller’s base salary is $8,000 per month, subject to adjustment. Mr. Deller has been designated as the Company’s principal financial officer and principal accounting officer for purposes of the Company’s filings with the U.S. Securities and Exchange Commission.
Prior to joining the Company, Mr. Deller was the President and Chief Investment Officer of Orinoco Capital LLC, a private investment company, in Boca Raton, Florida and prior to that, he was a member of the advisory board and interim Chief Operating Officer of Stardom Chance Productions & Companies, an entertainment and content production company in Hialeah, Florida. Prior to that, he was the Chief Financial Officer and Co-COO, of a consumer products company in the oral healthcare industry in Ft. Lauderdale, Florida.
Mr. Deller is 43 years old and has no familial relationships with any executive officer or director of the Company. There have been no other transactions in which the Company has participated and in which Mr. Deller had or will have, a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
The foregoing summary of the material terms of the Deller Offer Letter is subject to the full and complete terms thereof, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Offer Letter between Versus Systems Inc. and Geoff Deller | |
| 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 24, 2024 | By: | /s/ Curtis Wolfe |
| Name: | Curtis Wolfe | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
Curtis Wolfe
Chief Executive Officer
July 16, 2024
Geoff Deller
| Subject: | Offer of Employment |
Dear Geoff:
On behalf of the Board of Directors of Versus Systems, Inc. (the “Company”), I would like to officially offer you the position of Chief Financial Officer of the Company pursuant to the terms outlined in this Offer Letter.
This is “at will” employment with a 60 to 90-day initial period where you will be a 1099 consultant. You will report to the Chief Executive Officer of the Company. Your monthly salary will initially be $8,000, payable in arrears at the end of each two-week period or portion thereof. At the end of the trial period, your compensation will be evaluated based on the workload and is subject to adjustment accordingly.
As CFO, you are charged with tracking cash flow, analyzing strengths/weaknesses in the Company’s finances and overseeing all aspects of the Company’s financial success. You will also be overseeing the Company’s audit and SEC reporting.
The Company will reimburse you for all expenses, travel or otherwise, that you incur on behalf of the Company. Your travel, if necessary, will be in accordance with the Company’s policies as applied to other executive officers of the Company.
If you agree to the terms of employment provided herein, please countersign and return on or before July 17, 2024. This Offer Letter will become effective when the Board of Directors passes a resolution approving it.
| VERSUS SYSTEMS, INC. | |
| /s/ Curtis Wolfe | |
| Curtis Wolfe, Chief Executive Officer |
| ACCEPTED AND AGREED: | |
| /s/ Geoff Deller | |
| Geoff Deller |