Unregistered Sales of Equity Securities. On June 26, 2026, Versus Systems, Inc. (the “Company”) consummated the transactions contemplated by its Stock Purchase Agreement (the “SPA”) with ASPIS Cyber Technologies, Inc. (“ASPIS”), dated April 15, 2026. Specifically, the Company has issued to ASPIS 1,310,969 shares of Company common stock at a per share price of $1.29675 and total consideration of $1,700,000. The SPA was filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities a…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 29, 2026, the Nasdaq Stock Market, LLC (“Nasdaq”) issued a deficiency letter to Versus Systems, Inc. (the “Company”). The basis of the letter is that as of December 31, 2025, Versus Systems, Inc. (the “Company”) did not maintain a minimum of $2,500,000 in stockholders’ equity as required for continued listing by Nasdaq Listing Rule 5550(b)(1). As disclosed in the Company’s Form 10-K f…

Entry into a Material Definitive Agreement. On April 15, 2026, Versus Systems, Inc. (the “Company”) and ASPIS Cyber Technologies, Inc. (“ASPIS”) entered into a Stock Purchase Agreement (the “SPA”). Pursuant to the SPA, the Company will sell to ASPIS, and Aspis will purchase for cash, a number of shares of Company common stock, at a price, equal to $1,700,000 divided by 105% of the closing price of a share of Company common stock on the day preceding consummation. The purchase price per share…

Chief Financial Officer — Geoff Deller: Geoff Deller resigned as Chief Financial Officer without a named successor.

Entry into a Material Definitive Agreement. On January 16, 2026, Versus Systems, Inc. (the “Company”) entered into a Master Services Agreement (the “MSA”) with PKF O’Connor Davies Advisory, LLC (“PKFOD”). Pursuant to the MSA, PKFOD will provide accounting and financial support services to the Company. Such services will include accounting, bookkeeping, financial reporting and SEC reporting support. The MSA requires the Company to pay PKFOD an initial fee of $5,000 and a monthly fee of $5,000.…

Regulation FD Disclosure. On December 23, 2025, Versus Systems, Inc. issued a press release describing its entry into a definitive agreement with Drinkfinger Enterprises Ltd. regarding a strategic collaboration to create digital and on-site audience engagement activations in global markets.

Regulation FD Disclosure. On November 18, 2025, Versus Systems, Inc. issued a press release describing its entry into a non-binding letter of intent with Drinkfinger Enterprises Ltd. regarding a potential strategic collaboration to create digital and on-site audience engagement activations in global markets.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Unregistered Sales of Equity Securities.

Director — Aric Spitulnik: Appointment of a new director with significant committee roles, including chairing the audit committee.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on October 23, 2024, Luis Goldner was appointed as Chief Executive Officer of Versus Systems Inc. (the “Company”). On November 4, 2024, the Company notified The Nasdaq Capital Market (“Nasdaq”) that the Company was not in compliance with the audit committee requirement under Nasdaq Listing Rule 5605(c)(2)(A) (the “Audit Committee Composition Requirement”) or the compen…

Chief Executive Officer — Luis Claudio Goldner: Mr. Goldner, a current director, was appointed as the new Chief Executive Officer.

Unregistered Sales of Equity Securities. The disclosure set forth above in

Entry into a Material Definitive Agreement. As previously disclosed, on October 7, 2024, Versus Systems Inc. (the “Company”) entered into a Business Funding Agreement (the “Funding Agreement”) with ASPIS Cyber Technologies, Inc. (“ASPIS”), pursuant to which ASPIS agreed to make a $2,500,000 investment in the Company. ASPIS, an affiliate of the Company’s largest shareholder—Cronus Equity Capital Group, LLC (“CECG”)—is a cloud-based mobile endpoint cyber security technology company for anti-tap…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth above in

Entry into a Material Definitive Agreement. On October 7, 2024, Versus Systems Inc. (the “Company”) entered into two agreements with ASPIS Cyber Technologies, Inc. (“ASPIS”). ASPIS, an affiliate of the Company’s largest shareholder—Cronus Equity Capital Group, LLC (“CECG”)—is a cloud-based mobile endpoint cyber security technology company for anti-tapping and anti-hacking within the government, finance, gaming and social media sectors. CEGC holds approximately 39.5% of the outstanding common…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 22, 2024, Versus Systems, Inc. (the “Company”) received a letter from The Nasdaq Capital Market (“Nasdaq”) dated August 22, 2024, notifying the Company that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at l…

Chief Financial Officer — Geoff Deller: The company appointed Geoff Deller as the new Chief Financial Officer.

CEO, CFO, Director — Matthew Pierce, Keyvan Peymani, Craig Finster, Michelle Gahagan, Shannon Pruitt: Multiple senior executives and directors resigned from the company.

Material Modification of Rights of Security Holders. On December 28, 2023, Versus Systems Inc. (the “ Company ”) effected a reverse stock split of its issued common shares in the ratio of 1-to-16 (the “ Reverse Stock Split ”). The Reverse Stock Split was approved by the Company’s Board of Directors on December 11, 2023. Under the applicable laws of the Province of British Columbia and the Company’s Articles and Notice of Articles, shareholder approval of the Reverse Stock Split was not requir…