Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
January 21 2021 - 9:01AM
Edgar (US Regulatory)
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 2021
Commission File Number 001-39885
VERSUS SYSTEMS INC.
(Translation of registrant’s name
into English)
1558 West Hastings Street
Vancouver BC V6G 3J4 Canada
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the
registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
☐
On January 20, 2021, Versus
Systems Inc., a corporation formed under the laws of the Province of British Columbia, Canada (the “Company”),
consummated its public offering (the “Offering”) of 1,280,000 units (the “Units”), with each
Unit consisting of one common share, with no par value per share (each, a “Common Share” and collectively, the
“Common Shares”), of the Company, and two warrants, one Unit A Warrant (the “Unit A Warrant”)
and one Unit B Warrant (the “Unit B Warrant”), each to purchase one additional Common Share at an exercise price
equal to 100% of the public offering price of the Units. The Offering was priced at $7.50 per Unit, for gross proceeds of US$11,040,000,
including the gross proceeds received as a result of the exercise of the over-allotment option by Lake Street Capital Markets,
LLC, the underwriter (the “Underwriter”) in the Offering, to purchase 192,000 additional Common Shares
at US$7.50 per Common Share, before deducting underwriting discounts and commissions and other offering expenses payable by the
Company.
The Company completed
the Offering pursuant to its registration statement on Form F-1 (File No. 333-250868), which was originally filed with the Securities
and Exchange Commission (the “Commission”) on November 20, 2020 (as amended, the “Registration Statement”).
The Registration Statement was declared effective by the Commission on January 14, 2021. On January 15, 2021, the Common Shares
and the Unit A Warrants commenced trading on The Nasdaq Capital Market under the ticker symbols "VS” and “VSSYW”,
respectively.
In connection with
the Offering, the Company entered into the following agreements:
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The Underwriting Agreement, dated
January 14, 2021(the “Underwriting Agreement”), by and between the Company and the Underwriter.
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The Warrant Agent Agreement, dated January 20, 2021(the
“Warrant Agent Agreement”), by and among the Company, Computershare, Inc., and its wholly-owned subsidiary,
Computershare Trust Company.
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The Letter Agreement, dated January 20, 2021 (the “Letter
Agreement”), by and between the Company and the Underwriter, pursuant to which the parties agreed to terminate the right
of first refusal granted to the Underwriter pursuant to the Underwriting Agreement.
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On January 20, 2021, the
Company entered into an Agreement (the “Wasatch Agreement”) with the Underwriter and Wasatch Global Investors
(“Wasatch”), pursuant to which the Company sold to the Underwriter an additional 192,000 Unit A Warrants and
192,000 Unit B Warrants (collectively, the “Additional Warrants”) in a private placement, for aggregate consideration
of $20,000, subject to the terms and conditions set forth in the Wasatch Agreement. The Additional Warrants were issued and sold
in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended. The Company has agreed to
prepare and file with the Commission a registration statement covering the resale of the Additional Warrants and the underlying
Common Shares no later than 30 days following the closing date.
The
foregoing description of the Underwriting Agreement, the Warrant Agent Agreement, the Letter Agreement and the Wasatch Agreement
do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which
are attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and are incorporated herein by reference. In
connection with the closing of the Offering, the Company issued a press release, a copy of which is attached hereto as Exhibit
99.5.
This report does not
constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: January 21, 2021
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VERSUS SYSTEMS INC.
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By:
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/s/ Craig Finster
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Name: Craig Finster
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Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Underwriting Agreement, dated January 14, 2021, by and between the Company and the Underwriter
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99.2
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Warrant Agent Agreement, dated January 20, 2021, by and among the Company, Computershare, Inc., and Computershare Trust Company
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99.3
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Letter Agreement, dated January 20, 2021, by and between the Company and the Underwriter
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99.4
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Wasatch Agreement, dated January 20, 2021, by and among the Company, the Underwriter and Wasatch Global Investors
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99.5
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Press Release, dated January 21, 2021
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