VS 6-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE13a-16 OR 15d-16 UNDER THESECURITIES EXCHANGE ACT OF 1934

For the month of January 2023

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 ☐

On January 27, 2023, Versus Systems Inc. (the “Company”) announced that it received written notification (the "Notification Letter") from The Nasdaq Stock Market LLC ("Nasdaq") on January 23, 2023 that the Company is not in compliance with the minimum bid price requirement set forth in Nasdaq’s rules for continued listing on Nasdaq.

Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of US$1.00 per share and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if a deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company's common shares for the 30 consecutive business days from December 7, 2022 to January 20, 2023, the Company no longer meets the minimum bid price requirement.

The Notification Letter does not impact the Company's listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until July 24, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company's common shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by July 24, 2023, the Company may be eligible for additional time to regain compliance or may face delisting.

The Company's business operations are not affected by the receipt of the Notification Letter.

EXHIBIT INDEX

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 ReceivesNasdaq Notification Regarding Minimum Bid Price Deficiency

LOS ANGELES, January 27, 2023 -- Versus Systems Inc. (“Versus” or the “Company”) (Nasdaq: VS) today announced that the Company received written notification (the "Notification Letter") from The Nasdaq Stock Market LLC ("Nasdaq") on January 23, 2023 that the Company is not in compliance with the minimum bid price requirement set forth in Nasdaq Rules for continued listing on Nasdaq.

Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of US$1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company's common shares for the 30 consecutive business days from December 7, 2022 to January 20, 2023, the Company no longer meets the minimum bid price requirement.

The Notification Letter does not impact the Company's listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until July 24, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company's common shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by July 24, 2023, the Company may be eligible for additional time to regain compliance or may face delisting.

The Company's business operations are not affected by the receipt of the Notification Letter.

About Versus Systems

Versus Systems Inc. is an engagement and rewards company that makes live events, games, shows, and apps more fun to watch and play. Versus adds interactive games, polling, trivia, predictive elements, and other win conditions to existing entertainment - whether in-venue or online - making the content more contextual, personal, and rewarding. Versus works with world class sports teams, leagues, venues, entertainment companies, and other content creators to make engaging, rewarding experiences for fans all over the world. For more information, please visit www.versussystems.com or visit the official Versus Systems YouTube channel.

Investor Contact:

Cody Slach and Jackie Keshner

Gateway Group, Inc.

949-574-3860

[email protected]

or

[email protected]

Disclaimerfor Forward-Looking Information

Thisnews release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.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"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 statements of historical fact and may be forward-lookingstatements. Such forward-looking statements include, among others, statements regarding the Company’s anticipated closing of thepublic offering and anticipated use of proceeds therefrom. These forward-looking statements are based on reasonable assumptions and estimatesof management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statementsinvolve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of theCompany to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements.Important factors that could cause actual results to differ materially from the Company’s expectations include risks and uncertaintiesrelated to market and other conditions, the satisfaction of customary closing conditions related to the proposed public offering, theimpact of general economic, industry or political conditions in the United States or internationally and other risks described underthe heading “Risk Factors” in our filings with the Securities and Exchange Commission and the Canadian securities regulators,which can be obtained from either at www.sec.gov or www.sedar.com. Although the forward-looking statements contained in this news releaseare based upon 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 cause resultsnot to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements andinformation. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop suchforward-looking information, will prove to be accurate. The forward-looking statements contained in this news release are made as ofthe date of this news release and the Company does not undertake any obligations to release publicly any revisions for updating any voluntaryforward-looking statements, except as required by applicable law.