Versus Systems Announces $2.25 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
February 02 2023 - 08:40AM
GlobeNewswire Inc.
Versus Systems Inc. (“Versus” or the “Company”) (NASDAQ: VS) today
announced that it has entered into definitive agreements with
institutional investors for the purchase and sale of 2,500,000 of
the Company's common shares at a purchase price of $0.90 per common
share in a registered direct offering priced at the market under
Nasdaq rules. The closing of the offering is expected to occur on
or about February 6, 2023, subject to the satisfaction of customary
closing conditions. Immediately prior to the offering, the Company
had 8,182,171 common shares outstanding, with the increase in
outstanding shares resulting from the cash exercise of outstanding
warrants.
Roth Capital Partners is acting as the exclusive
placement agent for the offering.
The gross proceeds to the Company from this
offering are expected to be $2,250,000, before deducting the
placement agent's fees and other offering expenses payable by the
Company. The Company intends to use the net proceeds from the
offering for working capital and general corporate purposes.
The common shares described above are being offered
by the Company pursuant to a "shelf" registration statement on Form
F-3 (File No. 333-263834) previously filed with the Securities and
Exchange Commission (the "SEC") and declared effective by the SEC
on March 31, 2022. The offering of the common shares is made only
by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement. A final
prospectus supplement and accompanying prospectus relating to the
registered direct offering will be filed with the SEC. Electronic
copies of the final prospectus supplement and accompanying
prospectus may be obtained, when available, on the SEC's website at
http://www.sec.gov or 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.
This press release shall not constitute an offer to
sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
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 other jurisdiction.
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
Jackie Keshner Gateway Group, Inc. 949-574-3860
IR@versussystems.com or
press@versussystems.com
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