Versus Systems Inc 6-K, filed Feb 23, 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 February 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 February 22, 2021, Versus Systems Inc. issued a press release titled: “Versus Systems Announces Voluntary Delisting From Canadian Securities Exchange.” A copy of this press release is furnished herewith as Exhibit 99.1and 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

DRAFT

Versus SystemsAnnounces Voluntary Delisting

From CanadianSecurities Exchange

LOS ANGELES,CA - February 22, 2021 - Versus Systems Inc. (“Versus” or the “Company”) (Nasdaq: VS) (CSE:VS) (FRANKFURT:BMVB) today announced plans to withdraw its common shares from listing on the Canadian Securities Exchange (the “CSE”) effective February 25, 2021. Versus’ common shares (CUSIP 92535P808) have been traded on the CSE since 2016 under the symbol VS, the same as its Nasdaq symbol. Following the recent listing of its shares on the Nasdaq Capital Market, the Company has decided to withdraw from the CSE. Versus will continue to trade on the Nasdaq Capital Market under the symbol VS and on the Frankfurt stock exchange under the symbol BMVB and will continue to be a Canadian Reporting Issuer.

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:

Cody Slach, Sean McGowan

Gateway Investor Relations

949-574-3860

VS@gatewayir.com

or

press@versussystems.com

Disclaimerfor Forward-Looking Information

Thisnews release contains certain forward-looking information and forward-looking statements within the meaning of the applicableCanadian securities legislation. All statements, other than statements of historical fact, are forward looking statements andare based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussionswith 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" or variations of such words and phrases or stating that certain actions, events orresults "may" or "could", "would", "might" or "will" be taken to occur or beachieved) are not statements of historical fact and may be forward looking statements. These forward-looking statements are basedon reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future resultsmay differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which maycause the actual results, performance or achievements of the Company to materially differ from any future results, performanceor achievements expressed or implied by such forward-looking statements. Although the forward-looking statements contained inthis news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions,the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there maybe other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place unduereliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the materialfactors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertakeany obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required byapplicable law.

TheCanadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this press release.