Versus Systems Inc 6-K, filed Apr 7, 2021

UNITEDSTATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THESECURITIES EXCHANGE ACT OF 1934

For the month of April 2021

Commission File Number 001-39885

VERSUSSYSTEMS INC.(Translation of registrant’s name into English)

1558West Hastings Street

VancouverBC 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):   __

EXPLANATORYNOTE

On April 7, 2021, Versus Systems Inc. issued a press release titled: “Versus Systems to Allow Prizing in UK Starting in Q2.” A copy of this press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

EXHIBITINDEX

1

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.

2

Exhibit 99.1

Versus Systems to Allow Prizing in UK Startingin Q2

AddingEurope’s Largest TV Advertising Market Significantly Expands the Reach of Versus’ Prizing Technology

LOS ANGELES, CA – April 7, 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 the United Kingdom, which is the largest television advertising market in Europe, one of the largest interactive gaming markets in the world, and home to the Premier League, the most popular football league in the world. Versus will be partnering with some of its existing content partners to launch in the UK in Q2 of this year.

With a population of over 66 million^1^, the UK is a global leader in media consumption with 37 million people playing video games^2^, approximately 20 million subscribers to OTT and streaming services^3^, and an average of 1.5 million viewers tuning in to each of the 380 Premier League season games in 2018/2019^4^.

By expanding into the UK market, Versus will leverage its gaming and second-screen expertise to provide unique prizing solutions for brands and content partners looking to engage with this audience across multiple screens and live events.

“The UK’s deep penetration of gaming, interactive TV, and streaming services represent tremendous opportunities for content creators and brands that want to add prizing and interactive engagement for their audiences,” said Matthew Pierce, Versus’ CEO. “Adding access to UK is a very natural target for expansion, given our multi-year partnerships with Xcite, Frias, HP, and all of our content and brand partners.”

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.com or visit the official Versus Systems YouTube channel.

Investor contact:

Sean McGowan, Cody Slach

Gateway Investor Relations

949-574-3860

VS@gatewayir.com

or

press@versussystems.com

^1^Statista, Total population of the United Kingdom (UK) from 2015 to 2025, 2019-2020

^2^The Creative Industries Council, 2018

^3^Statista, Estimated number of unique subscribers to OTT SVOD services in Europe in 2018, by country, 2018

^4^TopMedia, 2020

Disclaimer for Forward-Looking Information

This news releasecontains certain forward-looking information and forward-looking statements within the meaning of the applicable Canadian securities legislation.All statements, other than statements of historical fact, are forward looking statements and are based on expectations, estimates andprojections 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 phrases such as “expects”,or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”,“budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” orvariations 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 statements of historical fact and may be forward lookingstatements. These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the timesuch statements were made. Actual future results may differ materially as forward-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 fromany future results, performance or achievements expressed or implied by such forward-looking statements. Although the forward-lookingstatements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonableassumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as theremay be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue relianceon forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors orassumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligationsto release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable law.