Versus Systems completes corporate transition and issues new shares

Versus Systems Inc., a micro-cap technology company with a market capitalization of $5.74 million specializing in computer processing and data preparation, has recently undergone significant corporate changes and engaged in new equity issuance, according to a recent 8-K filing with the U.S. Securities and Exchange Commission. The company has shown strong momentum recently, with InvestingPro data showing a 51.45% price return over the past six months.

On December 18, 2024, Versus Systems held a special meeting of shareholders where two major proposals were passed. The first proposal, which was approved with 1,087,314 votes for and 8,737 against, authorized the company to move its incorporation from the Province of British Columbia to the State of Delaware, a move often seen as favorable for US-based corporations due to Delaware's business-friendly laws.

The second proposal, which passed with 1,055,836 votes for and 40,215 against, approved the issuance of 2,155,172 common shares and warrants to purchase an additional 1,077,586 shares. These securities were issued in connection with the conversion of a $2.5 million promissory note held by ASPIS Cyber Technologies, Inc., an affiliate of Cronus Equity Capital Group, LLC, which is the company's largest shareholder.

According to InvestingPro analysis, the company maintains strong liquidity with a current ratio of 46.13, though it faces profitability challenges with negative EBITDA of $6.55 million in the last twelve months. The warrants issued allow the holder to purchase half a common share at a price of $4.00 per whole share and are exercisable for five years from the date of issuance.

This strategic move by Versus Systems, now officially incorporated in Delaware, was completed on December 18, 2024, and the new securities were issued on December 23, 2024. The transaction was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, indicating a private placement to a sophisticated investor.

The issuance of new shares and the corporate relocation are part of Versus Systems' broader strategy to align its corporate structure with its business objectives. The company's common shares and Unit A Warrants are traded on The Nasdaq Capital Market under the symbols VS and VSSYW, respectively.

The information reported is based on the company's latest SEC filing and reflects the company's current corporate status and equity structure as of the end of December 2024. InvestingPro subscribers have access to 13 additional investment tips for Versus Systems, including detailed analysis of the company's volatility patterns and growth prospects. Get the full picture with real-time updates and comprehensive financial metrics.

In other recent news, Versus Systems has seen significant developments. The company reported a decrease in 3Q24 revenue to $3,848, a drop from both the previous quarter and year. Analyst firm H.C. Wainwright has reduced Versus Systems' price target to $2.00, maintaining a neutral rating. The company has also seen a change in management with the appointment of Aric Spitulnik to its board of directors, enhancing its governance structure.

Versus Systems has made strides towards regaining full compliance with Nasdaq listing rules following corporate governance adjustments. The company also secured a licensing agreement with Aspis Cyber Technologies, which will utilize Versus' gamification and QR code technology for a monthly fee of $165,000 starting in 2025. Aspis will also invest $2.5 million in Versus Systems, potentially leading to Aspis owning an estimated 45.8% of Versus' outstanding common stock.

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