Versus Systems Announces Closing of $2.16 Million Public Offering
July 18 2022 - 4:15PM
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 common
share equivalents) at a purchase price of $0.52 per common share
(or common share equivalent).
In addition, in a concurrent private placement, the Company
issued warrants to purchase up to 6,217,500 common shares to the
institutional investor. The warrants have an exercise price of
$0.52 per common share, are exercisable six months following
issuance and have a term of five and one-half years following
issuance.
Roth Capital Partners acted as the exclusive placement agent for
the transaction.
The gross proceeds to Versus from this offering were
approximately $2.16 million, before deducting placement agent fees
and other estimated offering expenses. The Company intends to use
the net proceeds from this offering for working capital and general
corporate purposes.
The common shares were offered pursuant to an effective shelf
registration statement on Form F-3 (File No. 333-263834) previously
filed with the U.S. Securities and Exchange Commission (the “SEC”)
and declared effective by the SEC on March 31, 2022. A prospectus
supplement and accompanying prospectus relating to the offering
have been filed with the SEC and are available for free on the
SEC's website at www.sec.gov. Electronic copies of the
final prospectus supplement and accompanying prospectus may also be
obtained by contacting Roth Capital Partners, LLC, 888 San Clemente
Drive, Newport Beach, California 92660, by telephone at (800)
678-9147, or by email at rothecm@roth.com.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Act”), and Regulation D promulgated thereunder and, along
with the common shares underlying the warrants, have not been
registered under the Act, or applicable state securities laws.
Accordingly, the warrants and underlying common shares may not be
offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, and these securities cannot be
sold in any state in which this offer, solicitation, or sale would
be unlawful prior to registration or qualification under the
securities laws of any such state. Any offer will be made only by
means of a prospectus, including a prospectus supplement, forming a
part of the effective registration statement.
About Versus Systems
Versus Systems Inc. is an engagement and rewards company that
makes live events, games, shows, and apps more fun to watch and
play. Versus adds interactive games, polling, trivia, predictive
elements, and other win conditions to existing entertainment -
whether in-venue or online - making the content more contextual,
personal, and rewarding. Versus works with world class sports
teams, leagues, venues, entertainment companies, and other content
creators to make engaging, rewarding experiences for fans all over
the world. For more information, please visit
www.versussystems.com or visit the official
Versus Systems YouTube channel.
Disclaimer for Forward-Looking
Information This news release contains certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements, other
than statements of historical fact, are forward looking statements
and are based on expectations, estimates and projections as at the
date of this news release. Any statement that involves discussions
with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions, future events or performance
(often but not always using phrases such as "expects", or "does not
expect", "is expected", "anticipates" or "does not anticipate",
"plans", "budget", "scheduled", "forecasts", "estimates",
"believes" or "intends" or variations of such words and phrases or
stating that certain actions, events or results "may" or "could",
"would", "might" or "will" be taken to occur or be achieved) are
not statements of historical fact and may be forward looking
statements. These forward-looking statements are based on
reasonable assumptions and estimates of management of the Company
at the time such statements were made. Actual future results may
differ materially as forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to
materially differ from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Although the forward-looking statements contained in
this news release are based upon what management of the Company
believes, or believed at the time, to be reasonable assumptions,
the Company cannot assure shareholders that actual results will be
consistent with such forward-looking statements, as there may be
other factors that cause results not to be as anticipated,
estimated or intended. Accordingly, readers should not place undue
reliance on forward-looking statements and information. There can
be no assurance that forward-looking information, or the material
factors or assumptions used to develop such forward-looking
information, will prove to be accurate. The Company does not
undertake any obligations to release publicly any revisions for
updating any voluntary forward-looking statements, except as
required by applicable law.
Investor Contact:Cody Slach and Sophie
PearsonGateway Investor
Relations949-574-3860IR@versussystems.comorpress@versussystems.com
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