Form 8-K - Current report

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)		(Commission File Number)		(IRS Employer Identification No.)

2900 – 500 Burrard Street

Vancouver BC V6C 0A3 Canada

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (604) 639-4457

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	VS	The Nasdaq Capital Market
Unit A Warrants	VSSYW	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 18, 2024, the board of directors of Versus Systems Inc. (the “Company”), appointed Geoff Deller as Chief Financial Officer, effective immediately, and approved an offer from the Company to Mr. Deller (the “Deller Offer Letter”). The Deller Offer Letter provides that Mr. Deller’s service to the Company is “at will” and that, for an initial period of time, Mr. Deller will act as a consultant to the Company. Pursuant to the Deller Offer Letter, Mr. Deller’s base salary is $8,000 per month, subject to adjustment. Mr. Deller has been designated as the Company’s principal financial officer and principal accounting officer for purposes of the Company’s filings with the U.S. Securities and Exchange Commission.

Prior to joining the Company, Mr. Deller was the President and Chief Investment Officer of Orinoco Capital LLC, a private investment company, in Boca Raton, Florida and prior to that, he was a member of the advisory board and interim Chief Operating Officer of Stardom Chance Productions & Companies, an entertainment and content production company in Hialeah, Florida. Prior to that, he was the Chief Financial Officer and Co-COO, of a consumer products company in the oral healthcare industry in Ft. Lauderdale, Florida.

Mr. Deller is 43 years old and has no familial relationships with any executive officer or director of the Company. There have been no other transactions in which the Company has participated and in which Mr. Deller had or will have, a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

The foregoing summary of the material terms of the Deller Offer Letter is subject to the full and complete terms thereof, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		Offer Letter between Versus Systems Inc. and Geoff Deller
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

	VERSUS SYSTEMS INC.

Date: July 24, 2024	By:	/s/ Curtis Wolfe
	Name:	Curtis Wolfe
	Title:	Chief Executive Officer

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 period where you will be a 1099 consultant. You will report to the Chief Executive Officer of the Company. Your monthly salary will initially be $8,000, payable in arrears at the end of each two-week period or portion thereof. At the end of the trial period, your compensation will be evaluated based on the workload and is subject to adjustment accordingly.

As CFO, you are charged with tracking cash flow, analyzing strengths/weaknesses in the Company’s finances and overseeing all aspects of the Company’s financial success. You will also be overseeing the Company’s audit and SEC reporting.

The Company will reimburse you for all expenses, travel or otherwise, that you incur on behalf of the Company. Your travel, if necessary, will be in accordance with the Company’s policies as applied to other executive officers of the Company.

If you agree to the terms of employment provided herein, please countersign and return on or before July 17, 2024. This Offer Letter will become effective when the Board of Directors passes a resolution approving it.

	VERSUS SYSTEMS, INC.

	/s/ Curtis Wolfe
	Curtis Wolfe, Chief Executive Officer

ACCEPTED AND AGREED:

/s/ Geoff Deller
Geoff Deller

Cover	Jul. 18, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 18, 2024
Entity File Number	001-39885
Entity Registrant Name	VERSUS SYSTEMS INC.
Entity Central Index Key	0001701963
Entity Tax Identification Number	46-4542599
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	2900 – 500 Burrard Street
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V6C 0A3
City Area Code	604
Local Phone Number	639-4457
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Shares
Title of 12(b) Security	Common Shares
Trading Symbol	VS
Security Exchange Name	NASDAQ
Unit A Warrants
Title of 12(b) Security	Unit A Warrants
Trading Symbol	VSSYW
Security Exchange Name	NASDAQ