VS / Versus Systems Inc. - Documents déposés auprès de la SEC, rapport annuel, procuration

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39885 VERSUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39885 VERSUS SYSTEMS INC. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 VERSUS SYSTEMS INC. (Exact name of registrant as specified in its charter) Delaware 001-39885 46-4542599 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39885 VERSUS SYSTEMS INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from  to   Commission File Number 001-39885 VERSUS SYSTEMS INC. (Ex

Consent of Ramirez Jimenez International CPAs

Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-256302) of Versus Systems Inc. and Subsidiaries (the “Company”) of our report dated March 31, 2025 relating to the consolidated financial statements of Versus Systems Inc. and subsidiaries as of and for the year ended December

US Sub Plan of 2017 Stock Option Plan

Exhibit 10.8 VERSUS SYSTEMS INC. 2017 STOCK OPTION PLAN ADOPTED BY THE BOARD OF DIRECTORS ON MAY 17, 2017 1. PURPOSE: The purpose of this Stock Option Plan (the “Plan”) is to enable Versus Systems Inc. (the “Corporation”) and its subsidiaries or affiliates to attract and retain directors, officers, employees, consultants and advisors who will contribute to the Corporation’s success by their abilit

Amendment of 2017 Stock Option Plan

Exhibit 10.10 Resolutions of the Board of Versus Systems, Inc. March 29, 2021 Amendment of 2017 Stock Option Plan WHEREAS, the Board has previously adopted the Versus Systems, Inc. 2017 Stock Option Plan (the “Plan”). WHEREAS, the Board deems it advisable to amend the Plan to permit cashless exercise. NOW, THEREFORE, BE IT RESOLVED, that the Plan be, and it hereby is, amended in substantially the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2025 VERSUS SYSTEMS INC. (Exact name of registrant as specified in its charter) Delaware 001-39885 46-4542599 (State or other jurisdiction of incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 24, 2024 (December 18, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 24, 2024 (December 18, 2024) VERSUS SYSTEMS INC. (Exact name of registrant as specified in its charter) Delaware 001-39885 46-4542599 (State or other jurisdiction of incorpor

Certificate of Corporate Domestication and Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF CORPORATE DOMESTICATION OF VERSUS SYSTEMS INC. The undersigned, presently a corporation organized and existing under the laws of British Columbia, Canada, for the purposes of domesticating under the Delaware General Corporation Law (the “DGCL”), does certify that: 1. Versus Systems Inc. (the “Corporation”) was formed under the laws of British Columbia by way of an amalga

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 VERSUS SYSTEMS INC. (Exact name of registrant as specified in its charter) British Columbia 001-39885 46-4542599 (State or other jurisdiction of incorporation) (Comm

VERSUS SYSTEMS INC. 2900-550 Burrard Street Vancouver, BC V6C 0A3 Canada

Filed Pursuant to Rule 424(b)(3) Registration No.: 333-277161 VERSUS SYSTEMS INC. 2900-550 Burrard Street Vancouver, BC V6C 0A3 Canada TO THE SHAREHOLDERS OF VERSUS SYSTEMS INC.: We have called a special meeting (the “Meeting”) of our shareholders (the “Shareholders”) to be held virtually via live webcast at https://meetnow.global/MMFM7V4, on December 18, 2024 at 10:30 a.m. (Vancouver time). At th

As filed with the Securities and Exchange Commission on November 14, 2024

As filed with the Securities and Exchange Commission on November 14, 2024 Registration No.

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Shares, no par value of Versus Systems Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Nov

VS / Versus Systems Inc. / Lind Global Fund II LP Passive Investment

SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Versus Systems Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92535P873 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39885 VERSUS SYSTEMS INC.

Business Funding Agreement with ASPIS Cyber Technologies, Inc. with ASPIS Cyber Technologies, Inc., dated as of October 7, 2024.

Exhibit 10.5 Business Funding Agreement THIS BUSINESS FUNDING AGREEMENT (this “Agreement”) is made effective as of October 7, 2024 (the “Effective Date”), by and between ASPIS CYBER TECHNOLOGIES, INC. (“Aspis”), a Delaware corporation and VERSUS SYSTEMS, INC., a British Columbia corporation (the “Company”). Aspis and the Company are herein referred to collectively as the “Parties” and individually

Subscription Agreement and form of Warrant with ASPIS Cyber Technologies, Inc., dated as of October 16, 2024.

Exhibit 10.3 SUBSCRIPTION AGREEMENT in connection with VERSUS SYSTEMS, INC. Unsecured Promissory Note Convertible into Up to 2,155,172 Units, Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One-Half of One Share of Common Stock Effective October 16, 2024 INSTRUCTIONS TO SUBSCRIPTION AGREEMENT NAME OF SUBSCRIBER: ASPIS CYBER TECHNOLOGIES, INC. SECURITIES OFFERED: Unsec

Form of Versus Systems Inc. Certificate of Incorporation

Exhibit 3.1 Form of Certificate of Incorporation of Versus Systems Inc., a Delaware Corporation CERTIFICATE OF INCORPORATION OF VERSUS SYSTEMS INC. Versus Systems Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies that: ARTICLE I The name of th

As filed with the Securities and Exchange Commission on November 12, 2024

As filed with the Securities and Exchange Commission on November 12, 2024 Registration No.

Technology License and Software Development Agreement with ASPIS Cyber Technologies, Inc., dated as of October 7, 2024.

Exhibit 10.4 TECHNOLOGY LICENSE AND SOFTWARE DEVELOPMENT AGREEMENT THIS TECHNOLOGY LICENSE AND SOFTWARE DEVELOPMENT AGREEMENT (“the Agreement”) effective as of October 4, 2024 (the “Effective Date”) is entered into by and between VERSUS SYSTEMS, INC., a British Columbia corporation (“Licensor”) and ASPIS CYBER TECHNOLOGIES, INC., a Delaware corporation (“ASPIS”). WHEREAS, Licensor has developed ce

Business Funding Agreement with ASPIS Cyber Technologies, Inc. with ASPIS Cyber Technologies, Inc., dated as of October 7, 2024.

Exhibit 10.5 Business Funding Agreement THIS BUSINESS FUNDING AGREEMENT (this “Agreement”) is made effective as of October 7, 2024 (the “Effective Date”), by and between ASPIS CYBER TECHNOLOGIES, INC. (“Aspis”), a Delaware corporation and VERSUS SYSTEMS, INC., a British Columbia corporation (the “Company”). Aspis and the Company are herein referred to collectively as the “Parties” and individually

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 VERSUS SYSTEMS INC. (Exact name of registrant as specified in its charter) British Columbia 001-39885 46-4542599 (State or other jurisdiction of incorporation) (Commi

Subscription Agreement and form of Warrant with ASPIS Cyber Technologies, Inc., dated as of October 16, 2024.

Exhibit 10.3 SUBSCRIPTION AGREEMENT in connection with VERSUS SYSTEMS, INC. Unsecured Promissory Note Convertible into Up to 2,155,172 Units, Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One-Half of One Share of Common Stock Effective October 16, 2024 INSTRUCTIONS TO SUBSCRIPTION AGREEMENT NAME OF SUBSCRIBER: ASPIS CYBER TECHNOLOGIES, INC. SECURITIES OFFERED: Unsec

Technology License and Software Development Agreement with ASPIS Cyber Technologies, Inc., dated as of October 7, 2024.

Exhibit 10.4 TECHNOLOGY LICENSE AND SOFTWARE DEVELOPMENT AGREEMENT THIS TECHNOLOGY LICENSE AND SOFTWARE DEVELOPMENT AGREEMENT (“the Agreement”) effective as of October 4, 2024 (the “Effective Date”) is entered into by and between VERSUS SYSTEMS, INC., a British Columbia corporation (“Licensor”) and ASPIS CYBER TECHNOLOGIES, INC., a Delaware corporation (“ASPIS”). WHEREAS, Licensor has developed ce

As filed with the Securities and Exchange Commission on November 8, 2024

As filed with the Securities and Exchange Commission on November 8, 2024 Registration No.

Form of Versus Systems Inc. Certificate of Incorporation

Exhibit 3.1 Form of Certificate of Incorporation of Versus Systems Inc., a Delaware Corporation CERTIFICATE OF INCORPORATION OF VERSUS SYSTEMS INC. Versus Systems Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies that: ARTICLE I The name of th

VERSUS SYSTEMS INC. NAMES LUIS GOLDNER AS CHIEF EXECUTIVE OFFICER

Exhibit 99.1 VERSUS SYSTEMS INC. NAMES LUIS GOLDNER AS CHIEF EXECUTIVE OFFICER FOR IMMEDIATE RELEASE Vancouver, British Columbia, Oct. 25, 2024 - Versus Systems Inc. (NASDAQ: VS) (the “Company”) announces the appointment of Luis Goldner as Chief Executive Officer, effective immediately. Mr. Goldner succeeds Curtis Wolfe, who served as interim CEO and provided invaluable guidance during the transit

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2024 VERSUS SYSTEMS INC. (Exact name of registrant as specified in its charter) British Columbia 001-39885 46-4542599 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2024 VERSUS SYSTEMS INC. (Exact name of registrant as specified in its charter) British Columbia 001-39885 46-4542599 (State or other jurisdiction of incorporation) (Commi

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 VERSUS SYSTEMS INC. (Exact name of registrant as specified in its charter) British Columbia 001-39885 46-4542599 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2024 VERSUS SYSTEMS INC. (Exact name of registrant as specified in its charter) British Columbia 001-39885 46-4542599 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39885 VERSUS SYSTEMS INC. (Exac

Offer Letter between Versus Systems Inc. and Geoff Deller

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 per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 VERSUS SYSTEMS INC. (Exact name of registrant as specified in its charter) British Columbia 001-39885 46-4542599 (State or other jurisdiction of incorporation) (Commissi

Offer Letter, dated June 26, 2024, by and between Versus Systems Inc. and Curtis Wolfe.

Exhibit 10.1 Juan Carlos Barreira Director June 26, 2024 Curtis Wolfe 218 SE 14th Street, Unit 1605 Miami, FL 33131 Subject: Offer of Employment Dear Curtis: On behalf of the Board of Directors of Versus Systems, Inc. (the “Company”), I would like to officially offer you the position of Interim CEO of the Company pursuant to the terms outlined in this Offer Letter. Compensation and Incentives are

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2024 VERSUS SYSTEMS INC. (Exact name of registrant as specified in its charter) British Columbia 001-39885 N/A (State or other jurisdiction of incorporation) (Commission File

Versus Systems Announces Strategic Restructuring, New Interim CEO, and Key Investor Engagement

Exhibit 99.1 Press Release Versus Systems Announces Strategic Restructuring, New Interim CEO, and Key Investor Engagement Vancouver, British Columbia – July 1, 2024 Versus Systems, Inc. (NASDAQ: VS), a pioneering technology company in interactive entertainment, is pleased to announce the appointment of a new Interim Chief Executive Officer. Effective immediately, Curtis Wolfe has been appointed as

Form of Separation Agreement.

Exhibit 10.2 SEPARATION AGREEMENT This Separation Agreement (this “Agreement”) is dated for reference as of June 25, 2024 (the “Effective Date”). BETWEEN: VERSUS SYSTEMS INC, a company incorporated under the laws of British Columbia (“Versus” or, the “Company”), MATTHEW PIERCE, the Chief Executive Officer of the Company and a business person having a residential address at 10851 Ocean Drive, Culve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-39885 VERSUS SYSTEMS INC. (Exa

VERSUS SYSTEMS INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada

Filed Pursuant to Rule 424(b)(3) Registration No.: 333-277161 VERSUS SYSTEMS INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada TO THE SHAREHOLDERS OF VERSUS SYSTEMS INC.: We have called a special meeting (the “Meeting”) of our shareholders (the “Shareholders”) to be held at 1558 West Hastings Street Vancouver BC V6G 3J4 Canada, on May 30, 2024 at 10:30 a.m. (Vancouver time). At the Meetin

VERSUS SYSTEMS INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada April 25, 2024

VERSUS SYSTEMS INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada April 25, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems Inc. File No. 333-277161 Registration Statement on Form S-4 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, a

As filed with the Securities and Exchange Commission on April 22, 2024

As filed with the Securities and Exchange Commission on April 22, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) VERSUS SYSTEMS INC.

As filed with the Securities and Exchange Commission on April 12, 2024

As filed with the Securities and Exchange Commission on April 12, 2024 Registration No.

Plan of Domestication

Exhibit 2.1 PLAN OF DOMESTICATION This PLAN OF DOMESTICATION (the “Plan of Domestication”) is made on , 2024 and sets forth the terms and conditions pursuant to which Versus Systems Inc., a British Columbia corporation (“Versus BC”), shall effect a domestication into a Delaware corporation (the “Domestication”) to be known as Versus Systems Inc., pursuant to Section 388 of the Delaware General Cor

Form of Certificate of Corporate Domestication to be filed under the DGCL.

Exhibit 3.5 CERTIFICATE OF CORPORATE DOMESTICATION OF VERSUS SYSTEMS INC. The undersigned, presently a corporation organized and existing under the laws of British Columbia, Canada, for the purposes of domesticating under the Delaware General Corporation Law (the “DGCL”), does certify that: 1. Versus Systems Inc. (the “Corporation”) was formed under the laws of British Columbia by way of an amalga

Consent of Ramirez Jimenez International CPAs

Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-256302) and Form F-3 (No. 333-263834) of Versus Systems Inc. of our report dated April 1, 2024 relating to the consolidated financial statements of Versus Systems Inc. as of and for the year ended December 31, 2023, which appe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39885 VERSUS SYSTEMS INC. (Exact

Insider Trading Policies and Procedures

Exhibit 19.1 VERSUS SYSTEMS INC. CORPORATE DISCLOSURE, CONFIDENTIALITY AND INSIDER TRADING POLICY 1. Purpose of this Policy The purpose of this corporate disclosure, confidentiality and insider trading policy (the “Policy”) of Versus Systems Inc. (the “Company” or “Versus”) is to set forth certain policies to ensure that: (a) the Company complies with its continuous disclosure obligations as requi

Clawback Policy (Recovery of Erroneously Awarded Compensation)

Exhibit 97.1 VERSUS SYSTEMS INC. CLAWBACK POLICY A. OVERVIEW The Board of Directors (the “Board”) of Versus Systems Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability. Accordingly, in accordance with the applicable rules of The Nasdaq Stock Market (the “Nasdaq Rules”), Sect

As filed with the Securities and Exchange Commission on February 16, 2024

As filed with the Securities and Exchange Commission on February 16, 2024 Registration No.

Form of Versus Systems Inc. Bylaws

Exhibit 3.2 BYLAWS OF VERSUS SYSTEMS INC. ARTICLE I Meeting of Stockholders Section 1.1 Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other proper bus

Form of Certificate of Corporate Domestication to be filed under the DGCL.

Exhibit 2.1 Exhibit B to Proxy Statement/Prospectus (Form of Certificate of Corporate Domestication) CERTIFICATE OF CORPORATE DOMESTICATION OF VERSUS SYSTEMS INC. The undersigned, presently a corporation organized and existing under the laws of British Columbia, Canada, for the purposes of domesticating under the Delaware General Corporation Law (the “DGCL”), does certify that: 1. Versus Systems I

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) VERSUS SYSTEMS INC.

List of Subsidiaries of Versus Systems Inc.

Exhibit 21.1 List of Subsidiaries of Versus Systems Inc. Name Jurisdiction of Incorporation or Organization Versus Systems Holdco, Inc. Nevada Versus, LLC Nevada Xcite Interactive, Inc Delaware Versus Systems UK Ltd United Kingdom

Form of Versus Systems Inc. Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF VERSUS SYSTEMS INC. Versus Systems Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), hereby certifies that: Article I The name of this corporation is Versus Systems Inc. Article II The address of the Corporation’s re

VS / Versus Systems Inc. / CVI Investments, Inc. - SC 13G/A Passive Investment

CUSIP No: 92535P873 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Versus Systems Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92535P873 (CUSIP Number) December 31,

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Shares, no par value of Versus Systems Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Feb

VS / Versus Systems Inc. / Lind Global Fund II LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Versus Systems Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92535P873 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

VERSUS SYSTEMS INC / L1 Capital Global Opportunities Master Fund, Ltd. - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment No. 1 Under the Securities Exchange Act of 1934 Versus Systems Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 92535P881 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2023 VERSUS SYSTEMS INC. (Exact name of registrant as specified in its charter) British Columbia 001-39885 N/A (State or other jurisdiction of incorporation) (Commission

Exhibit 99.1

EX-99.1 2 ef20016096ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of common stock, no par value, of Versus Systems Inc. and that this J

CA92535P8819 / VERSUS SYSTEMS INC / Cronus Equity Capital Group LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Versus Systems Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 92535P881 (CUSIP Number) Cronus Equity Capital Group LLC 590 Madison Ave., 21st Floor New York, NY 10022 Attn: Paul H. Feller (302) 228-0670 (Name, Address and

Exhibit 99.3

EX-99.3 4 ef20016096ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 VERSUS SYSTEMS INC. INSTRUCTIONS TO SUBSCRIPTION AGREEMENT To complete this Agreement, you must: 1. Complete and execute the first page following this instruction page. 2. Complete the applicable schedule(s): A. Accredited Investors. If you are an accredited investor, complete and execute Schedule A - Certificate of Accredited Investor and i

Exhibit 99.2

Exhibit 99.2 VERSUS SYSTEMS INC. INSTRUCTIONS TO SUBSCRIPTION AGREEMENT To complete this Agreement, you must: 1. Complete and execute the first page following this instruction page. 2. Complete the applicable schedule(s): A. Accredited Investors. If you are an accredited investor, complete and execute Schedule A - Certificate of Accredited Investor and if you select categories (j), (k) and/or (l)

Form of Proxy

Exhibit 99.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 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 ex

VERSUS SYSTEMS INC. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS to be held on Friday, December 29, 2023 at 10:30 a.m. (Vancouver time) at 1558 West Hastings Street, Vancouver, British Columbia, V6G 3J4 MANAGEMENT INFORMATION CIRCULAR AND PROXY S

Exhibit 99.1 VERSUS SYSTEMS INC. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS to be held on Friday, December 29, 2023 at 10:30 a.m. (Vancouver time) at 1558 West Hastings Street, Vancouver, British Columbia, V6G 3J4 MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT November 30, 2023 VERSUS SYSTEMS INC. NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS TAKE NOTICE THAT an annual general me

Voting Instruction Form

Exhibit 99.3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 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 ex

Versus Systems Announces Strategic Investment from Cronus Equity Capital Group, LLC

Exhibit 99.1 November 24, 2023 Versus Systems Announces Strategic Investment from Cronus Equity Capital Group, LLC LOS ANGELES, Nov. 24, 2023 (GLOBE NEWSWIRE) - Versus Systems Inc. (“Versus” or the “Company”) (Nasdaq: VS) announced today that the Company recently secured a strategic investment (the “Investment”) from Cronus Equity Capital Group, LLC (“CECG”). The Investment contemplates the issuan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 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 ex

VERSUS SYSTEMS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) NINE MONTH PERIOD ENDED SEPTEMBER 30, 2023 REPORT DATE – NOVEMBER 14, 2023

Exhibit 99.2 VERSUS SYSTEMS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) NINE MONTH PERIOD ENDED SEPTEMBER 30, 2023 REPORT DATE – NOVEMBER 14, 2023 VERSUS SYSTEMS INC. Management’s Discussion and Analysis Nine Month Period Ended September 30, 2023 Introduction Versus Systems Inc., (the “Company), a corporation formed under the laws of British Columbia, was formed

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) NINE MONTH PERIOD ENDED SEPTEMBER 30, 2023

Exhibit 99.1 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) NINE MONTH PERIOD ENDED SEPTEMBER 30, 2023 Versus Systems Inc. Condensed Interim Consolidated Statements of Financial Position (Expressed in US Dollars) (Unaudited – prepared by management) September 30, 2023 December 31, 2022 ($) ($) ASSETS Current assets Cash 2,168,798 1,178,846 Receivables, net

Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.4 Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Matthew Pierce, Chief Executive Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Versus Systems Inc. (the “issuer”) for the

Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.3 Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Craig Finster, Chief Financial Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Versus Systems Inc. (the “issuer”) for the

CA92535P8819 / VERSUS SYSTEMS INC / L1 Capital Global Opportunities Master Fund, Ltd. - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Versus Systems Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 92535P881 (CUSIP Number) October 13, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐

CA92535P8819 / VERSUS SYSTEMS INC / Lind Global Fund II LP Passive Investment

SC 13G 1 sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Versus Systems Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92535P881 (CUSIP Number) October 17, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Shares, no par value, of Versus Systems Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Oc

PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC.

Exhibit 99.5 PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: Initial Exercise Date: April 17, 2023 Issue Date: October 17, 2023 THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set

COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC.

Exhibit 99.4 COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: Issue Date: [ ], 2023 THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after the date hereof (the “Initial Exerci

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number 001-398

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 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 exe

[The remainder of this page has been intentionally left blank.]

Exhibit 99.1 October 13, 2023 Versus Systems Inc. 1558 West Hastings Street Vancouver, BC V6C 3J4 Attn: Matthew Dalton Pierce Dear Mr. Pierce: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (the “Placement Agent”), and Versus Systems Inc., a corporation formed under the laws of British Columbia (the “Company”), that the Placement

Pre-Funded WARRANT To purchase COMMON Shares VERSUS SYSTEMS INC.

Exhibit 99.3 Pre-Funded WARRANT To purchase COMMON Shares VERSUS SYSTEMS INC. Warrant Shares: Initial Exercise Date: [ ], 2023 THIS Pre-Funded WARRANT to Purchase COMMON Shares Stock (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or afte

SECURITIES PURCHASE AGREEMENT

Exhibit 99.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of October 13, 2023, between Versus Systems Inc., a corporation formed under the laws of British Columbia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subj

Up to 13,043,490 Common Shares Up to 13,043,490 Pre-Funded Warrants Up to 13,043,490 Common Shares underlying Pre-Funded Warrants Up to 13,043,490 Common Warrants Up to 13,043,490 Common Shares underlying Common Warrants Up to 391,305 Common Shares i

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No.: 333-271771 Up to 13,043,490 Common Shares Up to 13,043,490 Pre-Funded Warrants Up to 13,043,490 Common Shares underlying Pre-Funded Warrants Up to 13,043,490 Common Warrants Up to 13,043,490 Common Shares underlying Common Warrants Up to 391,305 Common Shares issuable upon exercise of the Placement Agent Warrant We are offering on a “re

VERSUS SYSTEMS INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada

VERSUS SYSTEMS INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada October 12, 2023 VIA EDGAR Mr. Jeffrey Kauten Ms. Jan Woo Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems, Inc. Registration Statement on Form F-1 Filed May 9, 2023 File No. 333-271771 Ladies and Gentlemen: Pursuant to Rules

As filed with the Securities and Exchange Commission on October 12, 2023

As filed with the Securities and Exchange Commission on October 12, 2023 Registration No.

VERSUS SYSTEMS INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada September 27, 2023

VERSUS SYSTEMS INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada September 27, 2023 VIA EDGAR Mr. Jeffrey Kauten Ms. Jan Woo Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems, Inc. Registration Statement on Form F-3 Filed August 11, 2022 File No. 333-266755 Ladies and Gentlemen: Pursuant to

As filed with the Securities and Exchange Commission on September 22, 2023

As filed with the Securities and Exchange Commission on September 22, 2023 Registration No.

As filed with the Securities and Exchange Commission on August 17, 2023

As filed with the Securities and Exchange Commission on August 17, 2023 Registration No.

VERSUS SYSTEMS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) SIX MONTH PERIOD ENDED JUNE 30, 2023 REPORT DATE – AUGUST 14, 2023

Exhibit 99.2 VERSUS SYSTEMS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) SIX MONTH PERIOD ENDED JUNE 30, 2023 REPORT DATE – AUGUST 14, 2023 VERSUS SYSTEMS INC. Management’s Discussion and Analysis Six Month Period Ended June 30, 2023 Introduction Versus Systems Inc., (the “Company), a corporation formed under the laws of British Columbia, was formed by way of an a

Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.3 Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Craig Finster, Chief Financial Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Versus Systems Inc. (the “issuer”) for the

Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.4 Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Matthew Pierce, Chief Executive Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Versus Systems Inc. (the “issuer”) for the

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) SIX MONTH PERIOD ENDED JUNE 30, 2023

Exhibit 99.1 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) SIX MONTH PERIOD ENDED JUNE 30, 2023 Versus Systems Inc. Condensed Interim Consolidated Statements of Financial Position (Expressed in US Dollars) (Unaudited – prepared by management) June 30, 2023 December 31, 2022 ($) ($) ASSETS Current assets Cash 3,193,827 1,178,846 Receivables, net of allowan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number 001-3988

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 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 exec

As filed with the Securities and Exchange Commission on July 26, 2023

As filed with the Securities and Exchange Commission on July 26, 2023 Registration No.

Form of Pre-Funded Warrant

Exhibit 4.5 Pre-Funded WARRANT To purchase COMMON Shares VERSUS SYSTEMS INC. Warrant Shares: Initial Exercise Date: [ ], 2023 THIS Pre-Funded WARRANT to Purchase COMMON Shares Stock (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

As filed with the Securities and Exchange Commission on June 20, 2023

As filed with the Securities and Exchange Commission on June 20, 2023 Registration No.

Form of Placement Agent Warrant.

Exhibit 4.3 PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: Initial Exercise Date: December [ ], 2023 Issue Date: June [ ], 2023 THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter se

Form of Placement Agent Agreement

Exhibit 1.1 June [ ], 2023 Versus Systems Inc. 1558 West Hastings Street Vancouver, BC V6C 3J4 Attn: Matthew Dalton Pierce Dear Mr. Pierce: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as placement agent (the “Placement Agent”), and Versus Systems Inc., a corporation formed under the laws of British Columbia (the “Company”), that the Placement Ag

Form of Securities Purchase Agreement by and between Versus Systems Inc. and the purchasers party thereto.

Exhibit 10.11 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June [ ], 2023, between Versus Systems Inc., a corporation formed under the laws of British Columbia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subje

Form of Common Warrant

Exhibit 4.4 COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: Issue Date: [ ], 2023 THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after the date hereof (the “Initial Exercis

As filed with the Securities and Exchange Commission on May 31, 2023

As filed with the Securities and Exchange Commission on May 31, 2023 Registration No.

May 31, 2023

M. ALI PANJWANI Partner DIRECT TEL: 212-326-0820 FAX: 212-326-0806 [email protected] May 31, 2023 Via Edgar Mr. Patrick Faller Mr. Jeff Kausten Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems Inc. Registration Statement on Form F-1 Filed May 9, 2023 File No. 333-271771 Gentlemen: On behal

Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.3 Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Craig Finster, Chief Financial Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Versus Systems Inc. (the “issuer”) for the

Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.4 Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Matthew Pierce, Chief Executive Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Versus Systems Inc. (the “issuer”) for the

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) THREE MONTH PERIOD ENDED MARCH 31, 2023

Exhibit 99.1 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) THREE MONTH PERIOD ENDED MARCH 31, 2023 Versus Systems Inc. Condensed Interim Consolidated Statements of Financial Position (Expressed in US Dollars) (Unaudited – prepared by management) March 31, 2023 December 31, 2022 ($) ($) ASSETS Current assets Cash 5,279,410 1,178,846 Receivables, net of all

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number 001-39885 V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 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 executi

VERSUS SYSTEMS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) THREE MONTH PERIOD ENDED MARCH 31, 2023 REPORT DATE – MAY 15, 2023

Exhibit 99.2 VERSUS SYSTEMS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) THREE MONTH PERIOD ENDED MARCH 31, 2023 REPORT DATE – MAY 15, 2023 VERSUS SYSTEMS INC. Management’s Discussion and Analysis Three Month Period Ended March 31, 2023 Introduction Versus Systems Inc., (the “Company), a corporation formed under the laws of British Columbia, was formed by way of a

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables ……F-1…… (Form Type) ……………………Versus Systems Inc.

Power of Attorney (included on signature page of initial filing).

As filed with the Securities and Exchange Commission on May 9, 2023 Registration No.

Consent of Davidson & Company LLP

Exhibit 15.1 CONSENT OF Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-263834) of Versus Systems Inc. (the “Company”) and the Registration Statement on Form S-8 (No. 333-256302) of the Company of our report dated November 30, 2021 relating to the consolidated financial statements for the year ended Decem

Form 52-109F2 – IPO/RTO Certification of Annual Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.4 Form 52-109F2 – IPO/RTO Certification of Annual Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Matthew Pierce, Chief Executive Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the financial report and annual MD&A (together, the “annual filings”) of Versus Systems Inc. (the “issuer”) for the period end

Consent of Ramirez Jimenez International CPAs

Exhibit 15.2 18012 Sky Park Circle, Suite 200 Irvine, California 92614 tel 949-852-1600 fax 949-852-1606 www.rjicpas.com CONSENT OF INDEPENDENT AUDITOR We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-256302) and Form F-3 (No. 333-263834) of Versus Systems Inc. of our report dated March 29, 2023 relating to the consolidated financial statement

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Versus Systems Inc. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Matthew Pierce, Chief Executive Officer of the Company, hereby certify

Form 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC

CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020

Exhibit 99.1 CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020 18012 Sky Park Circle, Suite 200 Irvine, California 92614 tel 949-852-1600 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Versus Systems Inc.: Opinion on the Consolidated Financial Statements We have audited the accompa

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Versus Systems Inc. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Craig Finster, Chief Financial Officer of the Company, hereby certify a

CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 CERTIFICATION I, Craig Finster, certify that: 1. I have reviewed this annual report on Form 20-F of Versus Systems Inc. (the “Company”); and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislea

VERSUS SYSTEMS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) YEAR ENDED DECEMBER 31, 2022 REPORT DATE – MARCH 29, 2023

Exhibit 99.2 VERSUS SYSTEMS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) YEAR ENDED DECEMBER 31, 2022 REPORT DATE – MARCH 29, 2023 VERSUS SYSTEMS INC. Management’s Discussion and Analysis Year Ended December 31, 2022 Introduction Versus Systems Inc., (the “Company), a corporation formed under the laws of British Columbia, was formed by way of an amalgamation under

Form 52-109F2 – IPO/RTO Certification of Annual Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

EX-99.3 4 ea175894ex99-3versussys.htm 52-109F2 - CERTIFICATION OF ANNUAL FILINGS - CFO (IPO/RTP) Exhibit 99.3 Form 52-109F2 – IPO/RTO Certification of Annual Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Craig Finster, Chief Financial Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the financial report and annua

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 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 execu

CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 CERTIFICATION I, Matthew Pierce, certify that: 1. I have reviewed this annual report on Form 20-F of Versus Systems Inc. (the “Company”); and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misle

CA92535P8819 / VERSUS SYSTEMS INC / CVI Investments, Inc. - SC 13G Passive Investment

CUSIP No:     92535P881 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Versus Systems Inc. (Name of Issuer) Common Shares, no par value (Title of Class of Securities) 92535P881 (CUSIP Number) February 2

Placement Agency Agreement dated as of February 2, 2023 between Versus Systems Inc. and Roth Capital Partners LLC

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT February 2, 2023 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Versus Systems Inc., a British Columbia corporation (the “Company”), hereby agrees to sell up to an aggregate of $2,250,000 of registered securities of the Com

Versus Systems Announces Closing of $2.25 Million Registered Direct Offering

Exhibit 99.2 6701 Center Drive West, Suite 480 Los Angeles, CA 90045 www.versussystems.com FOR IMMEDIATE RELEASE Versus Systems Announces Closing of $2.25 Million Registered Direct Offering LOS ANGELES, February 6, 2023 - Versus Systems Inc. (“Versus” or the “Company”) (NASDAQ: VS) today announced that it has closed its previously announced registered direct offering of 2,500,000 of the Company’s

Form of Securities Purchase Agreement dated as of February 2, 2023 between Versus Systems Inc. and the purchasers signatory thereto

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 2, 2023, between Versus Systems Inc., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and cond

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2023 Commission File Number 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 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 ex

Versus Systems Announces $2.25 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 6701 Center Drive West, Suite 480 Los Angeles, CA 90045 www.versussystems.com FOR IMMEDIATE RELEASE Versus Systems Announces $2.25 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules LOS ANGELES, February 2, 2023 - Versus Systems Inc. (“Versus” or the “Company”) (NASDAQ: VS) today announced that it has entered into definitive agreements with institutional invest

Form of Placement Agent Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Versus Systems Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency

Exhibit 99.1 6701 Center Drive West, Suite 480 Los Angeles, CA 90045 www.versussystems.com Versus Systems Receives Nasdaq 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"

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2023 Commission File Number 001-398

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES 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 exe

VERSUS SYSTEMS INC. 2,500,000 Common Shares

PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5) (To Prospectus dated March 31, 2022) File No.

VS / Versus Systems Inc. / BIGGER CAPITAL FUND L P Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Versus Systems, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 92535P808 (CUSIP Number) December 31, 2022

VERSUS SYSTEMS INC.

Exhibit 99.2 VERSUS SYSTEMS INC. Meeting Request Confirmation Document Created: 12/16/2022 12:42 PM Submitted date: 16 Dec 2022 12:42 PM Date Calculation Parameters Will Computershare be mailing to Non Objecting Beneficial Owners Yes (NOBO)? If Yes, at least 5 business days are required between Record and Mailing dates to allow adequate time to receive and process data. More info ... Will you be u

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number 001-39

6-K 1 ea170384-6kversussystems.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number 001-39885 VERSUS SYSTEMS INC. (Translation of registrant’s name into English) 1558 West

NASDAQ Exchange

Exhibit 99.1 December 16, 2022 510 Burrard St, 3rd Floor Vancouver BC, V6C 3B9 www.computershare.com To: All Canadian Securities Regulatory Authorities NASDAQ Exchange Subject: VERSUS SYSTEMS INC. Dear Sir/Madam: We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer: Meeting Type : Annual General and Special Meeting Record Date for Notice of Mee

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 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 ex

Securities Purchase Agreement dated as of December 6, 2022 between Versus Systems Inc. and the purchaser signatory thereto

Exhibit 4.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 7, 2022, between Versus Systems Inc., a British Columbia corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condi

Form of Placement Agent Warrant

Exhibit 4.5 PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: 220,500 Initial Exercise Date: December 9, 2022 THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Roth Capital Partners, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinaf

Placement Agency Agreement dated as of December 6, 2022 between Versus Systems Inc. and Roth Capital Partners, LLC

Exhibit 4.1 PLACEMENT AGENCY AGREEMENT December 7, 2022 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Versus Systems Inc., a British Columbia corporation (the “Company”), hereby agrees to sell up to an aggregate of $2,100,000.00 of registered securities of the C

Form of Common Warrant

Exhibit 4.4 COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: Initial Exercise Date: December 9, 2022 THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initia

Versus Systems Announces Pricing of $2.1 Million Public Offering

Exhibit 99.1 FOR IMMEDIATE RELEASE Versus Systems Announces Pricing of $2.1 Million Public Offering LOS ANGELES, December 7, 2022 - Versus Systems Inc. (“Versus” or the “Company”) (NASDAQ: VS) today announced the pricing of its public offering of 2,100,000 units for gross proceeds of approximately $2.1 million, before deducting placement agent fees and other offering expenses payable by Versus. Ea

Form of Pre-funded Warrant

Exhibit 4.3 PRE-FUNDED COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: Initial Exercise Date: December 9, 2022 THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the da

Up to 2,100,000 Units, Each Unit Consisting of One Common Share or One Pre-Funded Warrant to Purchase One Common Share and Two Warrants to Purchase One Common Share (and common shares underlying such pre-funded warrants and warrants)

424B4 1 f424b41222versussystemsinc.htm PROSPECTUS PROSPECTUS Filed pursuant to Rule 424(b)(4) File No. 333-267896 Up to 2,100,000 Units, Each Unit Consisting of One Common Share or One Pre-Funded Warrant to Purchase One Common Share and Two Warrants to Purchase One Common Share (and common shares underlying such pre-funded warrants and warrants) We are offering up to 2,100,000 units, with each uni

Versus Systems INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada

Versus Systems INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada December 6, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems Inc. Registration Statement on Form F-1 File No. 333-267896 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933,

Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660

CORRESP 1 filename1.htm Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 December 6, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems, Inc. (the “Company”) Registration Statement on Form F-1 (File No. 333-267896) Ladies and Gentlemen: In connection with the above-captioned registration statement, and pursuant to Rule 461

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables ??F-1?.. (Form Type) ????????Versus Systems Inc.?????????..? (Exact Name of Registrant as Specified in its Charter) ???????Not Applicable??????? (Translation of Registrant?s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum

Form of Securities Purchase Agreement, by and between Versus Systems Inc. and the purchasers party thereto.

Exhibit 10.11 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of December , 2022, between Versus Systems Inc., a British Columbia corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and cond

Form of Warrant.

Exhibit 4.4 COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: Initial Exercise Date: , 2022 THIS COMMON SHARE PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the ?Initial Exercise

As filed with the Securities and Exchange Commission on December 2, 2022

As filed with the Securities and Exchange Commission on December 2, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables ??F-1?.. (Form Type) ????????Versus Systems Inc.?????????..? (Exact Name of Registrant as Specified in its Charter) ???????Not Applicable??????? (Translation of Registrant?s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum

Form of Placement Agency Agreement.

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT November , 2022 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this ?Agreement?), Versus Systems Inc., a British Columbia corporation (the ?Company?), hereby agrees to sell up to an aggregate of $ of registered and unregistered securities of t

Form of Pre-funded Warrant.

Exhibit 4.5 PRE-FUNDED COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: Initial Exercise Date: , 2022 THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof

As filed with the Securities and Exchange Commission on November 30, 2022

As filed with the Securities and Exchange Commission on November 30, 2022 Registration No.

Form of Warrant.

Exhibit 4.4 COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: Initial Exercise Date: , 2022 THIS COMMON SHARE PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the ?Initial Exercise

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables ??F-1?.. (Form Type) ????????Versus Systems Inc.?????????..? (Exact Name of Registrant as Specified in its Charter) ???????Not Applicable??????? (Translation of Registrant?s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum

Form of Securities Purchase Agreement, by and between Versus Systems Inc. and the purchasers party thereto.

Exhibit 10.11 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November , 2022, between Versus Systems Inc., a British Columbia corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and cond

Form of Placement Agent Warrant.

Exhibit 4.6 PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: Initial Exercise Date: , 2022 THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the da

As filed with the Securities and Exchange Commission on November 29, 2022

As filed with the Securities and Exchange Commission on November 29, 2022 Registration No.

Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660

CORRESP 1 filename1.htm Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 November 16, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems, Inc. (the “Company”) Registration Statement on Form F-1 (File No. 333-267896) Ladies and Gentlemen: In connection with the above-captioned registration statement, and pursuant to Rule 461

Versus Systems INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada November 16, 2022

CORRESP 1 filename1.htm Versus Systems INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada November 16, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems Inc. Registration Statement on Form F-1 File No. 333-267896 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under th

Form of Representative Warrant.

Exhibit 4.7 REPRESENTATIVE COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: Initial Exercise Date: , 2022 THIS REPRESENTATIVE COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

Form of Warrant Agent Agreement between Versus System Inc. and Computershare.

EX-4.4 3 ff12022a1ex4-4versuss.htm FORM OF WARRANT AGENT AGREEMENT BETWEEN VERSUS SYSTEM INC. AND COMPUTERSHARE Exhibit 4.4 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2022 (“Agreement”), among Versus Systems Inc., a British Columbia corporation (the “Company”), and Computershare, Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Tr

As filed with the Securities and Exchange Commission on November 14, 2022

As filed with the Securities and Exchange Commission on November 14, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables ……F-1….. (Form Type) ……………………Versus Systems Inc.………………………..… (Exact Name of Registrant as Specified in its Charter) …………………Not Applicable………………… (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum

Form of Pre-funded Warrant.

Exhibit 4.6 PRE-FUNDED COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: Initial Exercise Date: , 2022 THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof

Form of Common Warrant

Exhibit 4.5 COMMON SHARE PURCHASE WARRANT VERSUS SYSTEMS INC. Warrant Shares: Initial Exercise Date: , 2022 THIS COMMON SHARE PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the ?Initial Exercise

Form of Underwriting Agreement

Exhibit 1.1 COMMON SHARES, Pre-Funded Warrants and Warrants of VERSUS SYSTEMS INC. UNDERWRITING AGREEMENT , 2022 Roth Capital Partners, LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: The undersigned, Versus Systems Inc., a company incorporated un

Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.4 Form 52-109F2 ? IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Craig Finster, Chief Financial Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the ?interim filings?) of Versus Systems Inc. (the ?issuer?) for the

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) NINE MONTH PERIOD ENDED SEPTEMBER 30, 2022

Exhibit 99.1 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) NINE MONTH PERIOD ENDED SEPTEMBER 30, 2022 Versus Systems Inc. Condensed Interim Consolidated Statements of Financial Position (Expressed in US Dollars) (Unaudited - prepared by management) September 30, 2022 December 31, 2021 ($) ($) ASSETS Current assets Cash 1,029,301 1,678,156 Receivables, net

Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.3 Form 52-109F2 ? IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Matthew Pierce, Chief Executive Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the ?interim filings?) of Versus Systems Inc. (the ?issuer?) for the

VERSUS SYSTEMS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) NINE MONTH PERIOD ENDED SEPTEMBER 30, 2022 REPORT DATE – November 14, 2022

Exhibit 99.2 VERSUS SYSTEMS INC. MANAGEMENT?S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) NINE MONTH PERIOD ENDED SEPTEMBER 30, 2022 REPORT DATE ? November 14, 2022 VERSUS SYSTEMS INC. Management?s Discussion and Analysis Nine Month Period Ended September 30, 2022 Introduction Versus Systems Inc., (the ?Company), a corporation formed under the laws of British Columbia, was formed

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 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 ex

Versus Systems Announces 1-For-15 Reverse Stock Split To Aid Compliance with Nasdaq Listing Requirements

EX-99.1 2 ea168249ex99-1versussystems.htm PRESS RELEASE OF VERSUS SYSTEMS INC., DATED NOVEMBER 8, 2022 Exhibit 99.1 6701 Center Drive West, Suite 480 Los Angeles, CA 90045 www.versussystems.com Versus Systems Announces 1-For-15 Reverse Stock Split To Aid Compliance with Nasdaq Listing Requirements LOS ANGELES, November 8, 2022 - Versus Systems Inc. (“Versus” or the “Company”) (Nasdaq: VS) announce

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number 001-39

6-K 1 ea168249-6kversussystems.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number 001-39885 VERSUS SYSTEMS INC. (Translation of registrant’s name into English) 1558 West

Power of Attorney (included on signature page).

As filed with the Securities and Exchange Commission on October 14, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables ??F-1?.. (Form Type) ????????Versus Systems Inc.?????????..? (Exact Name of Registrant as Specified in its Charter) ???????Not Applicable??????? (Translation of Registrant?s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number 001-398

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 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 exe

October 4, 2022

CORRESP 1 filename1.htm ERIC M. HELLIGE Partner DIRECT TEL: 212-326-0846 FAX: 212-326-0806 [email protected] October 4, 2022 Via Edgar Ms. Kathryn Jacobson Mr. Robert Littlepage Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems Inc. Amendment No. 2 to Form 20-F for the Year Ended December 31, 2021 Filed April 1, 20

* * *

ERIC M. HELLIGE Partner DIRECT TEL: 212-326-0846 FAX: 212-326-0806 [email protected] September 26, 2022 Via Edgar Ms. Kathryn Jacobson Mr. Robert Littlepage Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems Inc. Amendment No. 2 to Form 20-F for the Year Ended December 31, 2021 Filed April 1, 2022 File No. 001-39885

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 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 e

Shannon Pruitt, Global Chief Content & Partnerships Officer at Stagwell Media Network, to Join Versus Systems Board of Directors

Exhibit 99.1 6701 Center Drive West, Suite 480 Los Angeles, CA 90045 www.versussystems.com Shannon Pruitt, Global Chief Content & Partnerships Officer at Stagwell Media Network, to Join Versus Systems Board of Directors LOS ANGELES, September 20, 2022 - Versus Systems Inc. (?Versus? or the ?Company?) (Nasdaq: VS) today announced the appointment of Ms. Shannon Pruitt to its Board of Directors. As t

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Versus Systems Inc. (the "Company") on Form 20-F/A for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (the "Report"), I, Craig Finster, Chief Financial Officer of the Company, hereby certify

Consent of Ramirez Jimenez International CPAs

Exhibit 15.2 18012 Sky Park Circle, Suite 200 Irvine, California 92614 tel 949-852-1600 fax 949-852-1606 www.rjicpas.com CONSENT OF INDEPENDENT AUDITOR We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-256302) and Form F-3 (No. 333-263834) of Versus Systems Inc. of our report dated March 31, 2022 relating to the consolidated financial statement

CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 CERTIFICATION I, Matthew Pierce, certify that: 1. I have reviewed this annual report on Form 20-F/A of Versus Systems Inc. (the "Company"); and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mis

CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 CERTIFICATION I, Craig Finster, certify that: 1. I have reviewed this annual report on Form 20-F/A of Versus Systems Inc. (the "Company"); and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl

Consent of Davidson & Company LLP

Exhibit 15.1 CONSENT OF Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form F-3 (No. 333-263834) of Versus Systems Inc. (the ?Company?) and the Registration Statement on Form S-8 (No. 333-256302) of the Company of our report dated November 30, 2021 relating to the consolidated financial statements for the year ended Decem

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Versus Systems Inc. (the "Company") on Form 20-F/A for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (the "Report"), I, Matthew Pierce, Chief Executive Officer of the Company, hereby certif

Form 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No. 2) (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O

* * *

ERIC M. HELLIGE Partner DIRECT TEL: 212-326-0846 FAX: 212-326-0806 [email protected] ? September 8, 2022 Via Edgar Ms. Kathryn Jacobson Mr. Robert Littlepage Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems Inc. Amendment No. 2 to Form 20-F for the Year Ended December 31, 2021 Filed April 1, 2022 File No. 001-3988

August 23, 2022

CORRESP 1 filename1.htm ERIC M. HELLIGE Partner DIRECT TEL: 212-326-0846 FAX: 212-326-0806 [email protected] August 23, 2022 Via Edgar Ms. Kathryn Jacobson Mr. Robert Littlepage Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems Inc. Amendment No. 1 to Form 20-F for the Year Ended December 31, 2021 Filed April 1, 20

CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 CERTIFICATION I, Matthew Pierce, certify that: 1. I have reviewed this annual report on Form 20-F/A of Versus Systems Inc. (the "Company"); and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mis

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Versus Systems Inc. (the "Company") on Form 20-F/A for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (the "Report"), I, Craig Finster, Chief Financial Officer of the Company, hereby certify

CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 CERTIFICATION I, Craig Finster, certify that: 1. I have reviewed this annual report on Form 20-F/A of Versus Systems Inc. (the "Company"); and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misl

Form 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Versus Systems Inc. (the "Company") on Form 20-F/A for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (the "Report"), I, Matthew Pierce, Chief Executive Officer of the Company, hereby certif

VERSUS SYSTEMS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) SIX MONTH PERIOD ENDED JUNE 30, 2022 REPORT DATE – August 15, 2022

Exhibit 99.2 VERSUS SYSTEMS INC. MANAGEMENT?S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) SIX MONTH PERIOD ENDED JUNE 30, 2022 REPORT DATE ? August 15, 2022 VERSUS SYSTEMS INC. Management?s Discussion and Analysis Six Month Period Ended June 30, 2022 Introduction Versus Systems Inc., (the ?Company?), a corporation formed under the laws of British Columbia, was formed by way of an

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) SIX MONTH PERIOD ENDED JUNE 30, 2022

Exhibit 99.1 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) SIX MONTH PERIOD ENDED JUNE 30, 2022 Versus Systems Inc. Condensed Interim Consolidated Statements of Financial Position (Expressed in US Dollars) (Unaudited - prepared by management) June 30, 2022 December 31, 2021 ($) ($) ASSETS Current assets Cash 1,892,698 1,678,156 Receivables, net of allowan

Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.4 Form 52-109F2 ? IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Matthew Pierce, Chief Executive Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the ?interim filings?) of Versus Systems Inc. (the ?issuer?) for the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number 001-3988

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 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 exec

Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.3 Form 52-109F2 ? IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Craig Finster, Chief Financial Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the ?interim filings?) of Versus Systems Inc. (the ?issuer?) for the

Filing Fee Table

EX-FILING FEES 5 ea163461ex-feeversussystems.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables F-3 (Form Type) Versus Systems Inc. (Exact Name of Registrant as Specified in its Charter) Not Applicable (Translation of Registrant’s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount

Power of Attorney (included on signature page)

As filed with the Securities and Exchange Commission on August 10, 2022 Registration No.

Versus Systems Announces Closing of $2.16 Million Public Offering

Exhibit 99.1 6701 Center Drive West, Suite 480 Los Angeles, CA 90045 www.versussystems.com FOR IMMEDIATE RELEASE Versus Systems Announces Closing of $2.16 Million Public Offering LOS ANGELES, July 18, 2022 - Versus Systems Inc. (?Versus? or the ?Company?) (NASDAQ: VS) today announced that it closed its previously announced registered direct offering of 4,145,000 of the Company?s common shares (or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 Commission File Number 001-39885

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 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 execut

VERSUS SYSTEMS INC. 2,100,000 Common Shares, Pre-funded Warrants to Purchase 2,045,000 Common Shares and 2,045,000 Common Shares Underlying such Pre-funded Warrants

PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5) (To Prospectus dated March 24, 2022) File No.

SERIES C COMMON SHARE PURCHASE WARRANT VERSUS Systems inc.

Exhibit 99.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT VERSUS Systems inc.

Exhibit 99.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

PREFUNDED COMMON SHARE PURCHASE WARRANT VERSUS Systems inc.

Exhibit 99.3 PREFUNDED COMMON SHARE PURCHASE WARRANT VERSUS Systems inc. Warrant Shares: Initial Exercise Date: July 18, 2022 THIS PREFUNDED COMMON SHARE PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date h

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 Commission File Number 001-39885

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 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 execut

PLACEMENT AGENCY AGREEMENT July 13, 2022

Exhibit 99.1 PLACEMENT AGENCY AGREEMENT July 13, 2022 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this ?Agreement?), Versus Systems Inc., a British Columbia corporation (the ?Company?), hereby agrees to sell up to an aggregate of $2,155,216 of registered and unregistered securit

Versus Systems Announces $2.16 Million Registered Direct Offering

Exhibit 99.6 6701 Center Drive West, Suite 480 Los Angeles, CA 90045 www.versussystems.com FOR IMMEDIATE RELEASE Versus Systems Announces $2.16 Million Registered Direct Offering LOS ANGELES, July 14, 2022 - Versus Systems Inc. (?Versus? or the ?Company?) (NASDAQ: VS) today announced that it has entered into a definitive agreement with an institutional investor for the purchase and sale of 4,145,0

SECURITIES PURCHASE AGREEMENT

Exhibit 99.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of July 13, 2022, between Versus Systems Inc., a British Columbia corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditi

Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.4 Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Matthew Pierce, Chief Executive Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Versus Systems Inc. (the “issuer”) for the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number 001-39885 V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 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 executi

VERSUS SYSTEMS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) THREE MONTH PERIOD ENDED MARCH 31, 2022 REPORT DATE – May 16, 2022

Exhibit 99.2 VERSUS SYSTEMS INC. MANAGEMENT?S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) THREE MONTH PERIOD ENDED MARCH 31, 2022 REPORT DATE ? May 16, 2022 VERSUS SYSTEMS INC. Management?s Discussion and Analysis Three Month Period Ended March 31, 2022 Introduction Versus Systems Inc., (the ?Company?), a corporation formed under the laws of British Columbia, was formed by way of

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) THREE MONTH PERIOD ENDED MARCH 31, 2022

Exhibit 99.1 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) THREE MONTH PERIOD ENDED MARCH 31, 2022 Versus Systems Inc. Condensed Interim Consolidated Statements of Financial Position (Expressed in US Dollars) (Unaudited - prepared by management) March 31, 2022 December 31, 2021 ($) ($) ASSETS Current assets Cash 5,358,646 1,678,156 Receivables, net of all

Form 52-109F2 – IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.3 Form 52-109F2 ? IPO/RTO Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Craig Finster, Chief Financial Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the interim financial report and interim MD&A (together, the ?interim filings?) of Versus Systems Inc. (the ?issuer?) for the

VERSUS SYSTEMS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) YEAR ENDED DECEMBER 31, 2021 REPORT DATE – March 31, 2022

Exhibit 99.2 VERSUS SYSTEMS INC. MANAGEMENT’S DISCUSSION AND ANALYSIS (Expressed in United States Dollars) YEAR ENDED DECEMBER 31, 2021 REPORT DATE – March 31, 2022 VERSUS SYSTEMS INC. Management’s Discussion and Analysis Year Ended December 31, 2021 Introduction Versus Systems Inc., (the “Company”), a corporation formed under the laws of British Columbia, was formed by way of an amalgamation unde

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number 001-39885

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 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 execu

Form 52-109F2 – IPO/RTO Certification of Annual Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.3 Form 52-109F2 ? IPO/RTO Certification of Annual Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Craig Finster, Chief Financial Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the financial report and annual MD&A (together, the ?annual filings?) of Versus Systems Inc. (the ?issuer?) for the period ende

Form 52-109F2 – IPO/RTO Certification of Annual Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer

Exhibit 99.4 Form 52-109F2 ? IPO/RTO Certification of Annual Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-Venture Issuer I, Matthew Pierce, Chief Executive Officer of Versus Systems Inc., certify the following: 1. Review: I have reviewed the financial report and annual MD&A (together, the ?annual filings?) of Versus Systems Inc. (the ?issuer?) for the period end

CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019

Exhibit 99.1 CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States dollars) YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019 18012 Sky Park Circle, Suite 200 Irvine, California 92614 tel 949-852-1600 fax 949-852-1606 www.rjicpas.com Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Versus Systems Inc.: Opinion on the Consolidated Financial State

CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 CERTIFICATION I, Craig Finster, certify that: 1. I have reviewed this annual report on Form 20-F of Versus Systems Inc. (the "Company"); and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not mislea

CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 CERTIFICATION I, Matthew Pierce, certify that: 1. I have reviewed this annual report on Form 20-F of Versus Systems Inc. (the "Company"); and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misle

Form 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Versus Systems Inc. (the "Company") on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (the "Report"), I, Matthew Pierce, Chief Executive Officer of the Company, hereby certify

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Versus Systems Inc. (the "Company") on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission (the "Report"), I, Craig Finster, Chief Financial Officer of the Company, hereby certify a

VERSUS SYSTEMS INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada March 30, 2022

VERSUS SYSTEMS INC. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada March 30, 2022 VIA EDGAR Ms. Lauren Pierce Ms. Jan Woo Securities and Exchange Commission Division of Corporate Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems, Inc. Registration Statement on Form F-3 Filed March 24, 2022 File No. 333-263834 Ladies and Gentlemen: Pursuant to Rules

Form of Indenture for Subordinated Debt Securities

Exhibit 4.2 VERSUS SYSTEMS INC. TO , Trustee Form of Indenture Dated as of , 20 SUBORDINATED DEBT SECURITIES CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 3.10 THROUGH 3.18, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939: TRUST INDENTURE ACT SECTION INDENTURE SECTION ss. 3.10 (a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) Not Applicable (b) 6.08 6.10 ss. 3.11 (a) 6.13 (b) 6.13 ss. 3

Filing Fee Table.

Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables Form F-3 (Form Type) Versus Systems Inc.

Form of Indenture for Senior Debt Securities

Exhibit 4.1 VERSUS SYSTEMS INC. TO , Trustee INDENTURE Dated as of , 20 SENIOR DEBT SECURITIES CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 3.10 THROUGH 3.18, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939 TRUST INDENTURE ACT SECTION INDENTURE SECTION ss. 310 (a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applicable (a)(4) Not Applicable (b) 6.08 6.10 ss. 311 (a) 6.13 (b) 6.13 ss. 312 (a) 7.01 7.02

Form F-3

As filed with the Securities and Exchange Commission on March 24, 2022 Registration No.

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated March 7, 2022 with respect to the shares of Common Stock of Versus Systems, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the S

VS / Versus Systems Inc. / BIGGER CAPITAL FUND L P Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Versus Systems, Inc. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 92535P808 (CUSIP Number) February 24, 2022

4,375,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-261423 4,375,000 Units We are offering 4,375,000 units, with each unit consisting of one of our common shares, no par value per share, and one warrant to purchase one of our common shares at a public offering price of $1.60 per unit. All of the shares and warrants included in this offering are being sold by us. The common shares and

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables ??F-1?.. (Form Type) ????????Versus Systems Inc.?????????..? (Exact Name of Registrant as Specified in its Charter) ???????Not Applicable??????? (Translation of Registrant?s Name into English) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum

As Filed with the Securities and Exchange Commission on February 1, 2022

As Filed with the Securities and Exchange Commission on February 1, 2022 Registration No.

Letter dated January 13, 2022, from Davidson & Company LLP

Exhibit 16.1 January 13, 2022 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have read the Form 6-K of Versus Systems Inc. dated January 13, 2022. We agree with the statements made concerning our firm contained therein. Yours very truly, /s/ Davidson & Company LLP Davidson & Company LLP Vancouver, Canada

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number 001-398

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 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 exe

Underwriter Acceleration Request

CORRESP 1 filename1.htm Underwriter Acceleration Request December 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Priscilla Dao Re: Versus Systems Inc. (the “Company”) Registration Statement on Form F-1, as amended (“Registration Statement”) (File No. 333-261423) Ladies and Gentlemen: Pursuant to Rule

Versus Systems Inc. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada

Versus Systems Inc. 1558 West Hastings Street Vancouver BC V6G 3J4 Canada December 15, 2021 VIA EDGAR Ms. Priscilla Dao Securities and Exchange Commission Division of Corporate Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Versus Systems Inc. Registration Statement on Form F-1, as amended File No. 333-261423 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rul

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT between VERSUS SYSTEMS INC. and D.A. Davidson & Co. and H.C. WAINWRIGHT & CO., as Representatives of the Several Underwriters December [●], 2021 D.A. DAVIDSON & CO. 8 Third Street North, Davidson Building Great Falls, MT 59401 H.C. WAINWRIGHT & CO. 430 Park Avenue, 3rd Floor New York, NY 10022 Ladies and Gentlemen: The undersigned, Versus Systems Inc., a corporat

Underwriter Acceleration Request

Underwriter Acceleration Request December 13, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Priscilla Dao Re: Versus Systems Inc. (the ?Company?) Registration Statement on Form F-1, as amended (?Registration Statement?) (File No. 333-261423) Ladies and Gentlemen: Pursuant to Rule 461 of the General Rule

As Filed with the Securities and Exchange Commission on December 13, 2021

As Filed with the Securities and Exchange Commission on December 13, 2021 Registration No.