Revenue and Financial Performance - Revenue for the three-month period ended March 31, 2024, was $26,503, representing a decrease of $131,447, or 83%, from $157,950 for the same period in 2023 due to a reduction in active clients from 16 to 5 [145]. - The operating loss for the three-month period ended March 31, 2024, was $1,503,893, an increase of $51,411, or 4%, from $1,452,482 in the same period in 2023, driven by increased professional fees [149]. - The company incurred net losses of approximately $10.5 million and $22.4 million for the years ended December 31, 2023, and 2022, respectively [153]. Expenses - Cost of revenues decreased to $24,046 for the three-month period ended March 31, 2024, down $8,311, or 26%, from $32,357 in the same period in 2023, primarily due to staff reductions [146]. - Research and development expenses were $39,412 for the three-month period ended March 31, 2024, a decrease of $27,728, or 41%, from $67,140 in the same period in 2023, attributed to staffing cuts [147]. - Selling, general and administrative expenses increased to $1,464,481 for the three-month period ended March 31, 2024, up $79,139, or 6%, from $1,385,341 in the same period in 2023, mainly due to higher professional fees [148]. Cash Flow and Liquidity - Cash position decreased to $2,892,356 as of March 31, 2024, down from $4,689,007 as of December 31, 2023, due to cash used for operations and ongoing losses [151]. - Net cash used in operating activities for the three-month period ended March 31, 2024, was $1,796,651, a decrease from $2,257,959 in the same period in 2023, primarily due to a reduction in net loss [157]. - The company plans to evaluate strategic alternatives to address liquidity concerns, including potential additional financing through public or private equity or debt [155]. Financial Reporting and Accounting Policies - The company applies the Current Expected Credit Loss (CECL) model under ASC 326 for impairment of financial assets, which requires recognizing an allowance for credit losses based on expected losses over the life of the asset [162]. - Deferred financing costs primarily consist of direct incremental costs related to the public offerings of common stock completed in February 2023, offset against the proceeds upon completion [163]. - Property and equipment is stated at cost, net of accumulated depreciation, with depreciation calculated over the depreciable amount starting from the date the asset is available for intended use [164]. - Intangible assets acquired through business combinations or asset acquisitions are initially recognized at fair value and carried at cost less accumulated amortization and impairment charges [165]. - The company accounts for income taxes using the assets and liability method, with deferred tax assets and liabilities determined based on differences between financial statement carrying amounts and tax basis [166]. - A valuation allowance is recorded against deferred tax assets when realization is not more likely than not, which may materially affect future financial results [167]. - The company recognizes uncertain income tax positions at the largest amount likely to be sustained upon audit, with no accruals for interest and penalties recorded as of March 31, 2024 and 2023 [168]. - Share-based payments estimation involves using the Black-Scholes valuation model, with estimates based on historical data and average volatility of similar companies [169]. - Revenue recognition is recorded monthly upon delivery or as services are provided, with cash received in advance recorded as deferred revenue [170]. - The functional currency for each subsidiary is determined based on the primary economic environment, with reconsideration if there are changes in relevant events or conditions [171]. Debt and Interest - The company has recorded $0 in accrued interest on promissory notes as of December 31, 2023, following the repayment of all loans [160].

Revenue Performance - Revenue for the year ended December 31, 2023, was $271,169, a decrease of $847,671 or 76% from $1,108,840 in 2022, primarily due to a reduction in active customers from 16 to 5[187]. Cost Management - Cost of revenues decreased to $103,067 in 2023, down $513,982 or 83% from $617,049 in 2022, attributed to significant staff reductions[188]. - Research and development expenses were $1,107,235 for 2023, a decrease of $1,298,771 or 54% from $2,406,006 in 2022, mainly due to reduced staffing and software costs[189]. - Selling, general and administrative expenses were $5,944,909 in 2023, down $5,893,219 or 50% from $11,838,128 in 2022, reflecting a reduction in staff from 39 to 8 employees[191]. Impairment and Losses - Impairment of goodwill and other intangible assets was $3,968,332 in 2023, a decrease of $4,950,670 or 56% from $8,919,002 in 2022, influenced by reduced revenue projections and competitive landscape[192]. - Net loss for the year ended December 31, 2023, was $10,512,157, a decrease of $11,961,035 or 53% from $22,473,192 in 2022[186]. Cash Flow and Liquidity - Cash and cash equivalents as of December 31, 2023, were $4.7 million, with net cash used in operating activities amounting to $5,471,406[196][200]. - The company completed a registered direct offering in February 2023, raising gross proceeds of $2.25 million, and a public direct offering in October 2023, raising approximately $3 million[196]. - The company plans to increase cash flow from operations and is evaluating strategic alternatives to address liquidity concerns[198]. - The company incurred net cash used in investing activities of $14,514 in 2023, significantly lower than $2,536,832 in 2022, due to reduced payroll capitalized for intangible asset development[201]. Debt and Financing - The company issued $4,750,818 in promissory notes from 2017 to December 31, 2022, with interest rates ranging from 2.45% to 3.95% per annum, all loans have been repaid as of December 31, 2023[203]. - Deferred financing costs primarily relate to direct incremental costs from the public offerings of common stock completed in February 2023[206]. Asset Management - Property and equipment are stated at cost, net of accumulated depreciation, with depreciation calculated over the depreciable amount starting from the date the asset is available for intended use[207]. - Intangible assets acquired through business combinations are initially recognized at fair value as of the acquisition date and carried at cost less accumulated amortization[209]. Financial Reporting and Compliance - A $9,743,659 warrant derivative loss was recorded beginning February 1, 2021, when the company changed its functional currency[211]. - The company recognizes uncertain income tax positions at the largest amount that is more-likely-than-not to be sustained upon audit, with no accruals for interest and penalties recorded as of December 31, 2023[214]. - The estimation of share-based payments utilizes the Black-Scholes valuation model, with inputs based on historical data and market conditions[215]. - Revenue recognition occurs monthly upon delivery or as services are provided, with cash received in advance recorded as deferred revenue[216]. - The functional currency for each subsidiary is determined based on the primary economic environment, with reassessment occurring if conditions change[217].

As filed with the Securities and Exchange Commission on October 12, 2023 Registration No. 333-271771 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ AMENDMENT NO. 5 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ VERSUS SYSTEMS INC. (Exact Name of Registrant as Specified in Its Charter) ____________________ Not Applicable (Translation of Registrant's Name into English) ____________________ British Columbia 7374 Not Applica ...

FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ VERSUS SYSTEMS INC. (Exact Name of Registrant as Specified in Its Charter) ____________________ Registration No. 333-271771 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ AMENDMENT NO. 4 TO As filed with the Securities and Exchange Commission on August 17, 2023 Not Applicable (Translation of Registrant's Name into English) ____________________ British Columbia 7374 Not Applicab ...

Financial Performance - Total revenues for the six months ended June 30, 2023, were $214,003, a decrease of 62.8% compared to $574,417 for the same period in 2022[3] - The net loss for the six months ended June 30, 2023, was $3,637,544, compared to a net loss of $6,581,561 for the same period in 2022, representing a 44.3% improvement[3] - The total comprehensive loss attributable to shareholders for the six months ended June 30, 2023, was $3,207,759, compared to $5,322,635 for the same period in 2022, a decrease of 39.7%[3] - The company reported a basic and diluted loss per common share of $0.34 for the six months ended June 30, 2023, compared to $4.20 for the same period in 2022, indicating a significant reduction in loss per share[3] - For the six months ended June 30, 2023, Versus Systems Inc. reported a loss of $3,637,544, a 44.3% improvement compared to a loss of $6,581,561 for the same period in 2022[5] Cash Flow and Liquidity - Cash and cash equivalents increased to $3,193,827 as of June 30, 2023, from $1,178,846 as of December 31, 2022, reflecting a 171.5% increase[2] - Cash used in operating activities decreased to $3,514,003, down 35% from $5,406,488 in the prior year[5] - The company generated cash from financing activities amounting to $5,538,655, compared to $6,957,591 in the previous year, reflecting a 20.4% decrease[5] - Cash at the end of the period increased to $3,193,827, up 68.8% from $1,892,698 at the end of June 2022[5] - The company has not achieved positive cash flow from operations as of June 30, 2023, raising substantial doubt about its ability to continue as a going concern[9] Assets and Liabilities - Total assets rose to $9,469,099 as of June 30, 2023, compared to $8,802,517 as of December 31, 2022, marking a 7.5% increase[2] - Total current liabilities decreased to $2,287,048 as of June 30, 2023, down from $3,324,558 as of December 31, 2022, a reduction of 31.2%[2] - As of June 30, 2023, accounts receivable consists of customer receivables of $1,093 (net of an allowance for doubtful accounts of $300) and GST receivable of $20,293[79] - As of June 30, 2023, the company's accounts payable and accrued liabilities totaled $292,270, a decrease from $522,012 as of December 31, 2022, reflecting a reduction of approximately 44%[98] Shareholder Equity - Share capital increased to $128,823,181 as of June 30, 2023, from $122,353,525 as of December 31, 2022, reflecting a growth of 5.8%[2] - The company’s reserves decreased to $13,350,541 as of June 30, 2023, from $14,506,758 as of December 31, 2022, a decline of 7.9%[2] - The weighted average common shares outstanding increased to 9,486,337 for the six months ended June 30, 2023, compared to 1,265,052 for the same period in 2022, an increase of 650.5%[3] Business Operations - The Company operates with a fully remote workforce and has no long-term lease agreements, resulting in no lease liabilities or right-of-use assets[50] - The Company operates in three business segments: live events, software licensing, and a B2B software platform for video game publishers[131] - The Company does not pay dividends and focuses on maximizing corporate development efforts through capital management[129] Acquisitions and Investments - Versus Systems Inc. completed the acquisition of Xcite Interactive in June 2021, enhancing its audience engagement capabilities across major sports leagues[8] - The acquisition of Xcite Interactive Inc. was completed on June 3, 2021, with a total consideration of $10.7 million based on the closing share price at that time[89] - The Company acquired an additional 15.1% interest in Versus LLC on March 1, 2022, increasing its ownership interest to 81.9%[87] Financial Reporting and Compliance - The Company recognizes government grants in profit or loss to offset corresponding expenses systematically over the periods related to the costs[55] - The Company recognizes impairment losses for intangible assets immediately if the recoverable amount is less than the carrying amount[41] - The Company evaluates the remaining useful life of intangible assets each reporting period to determine if revisions are necessary[34] - The Company recognizes impairment losses for financial assets at amortized cost based on expected credit losses[29] Subsequent Events - The Company evaluated subsequent events from June 30, 2023, to August 14, 2023, and found no events requiring recognition or disclosure, except for one[137] - The Company extended CAD$670,000 in notes payable to director Brian Tingle after June 30, 2023[137]

VERSUS SYSTEMS INC. (Exact Name of Registrant as Specified in Its Charter) ____________________ Not Applicable (Translation of Registrant's Name into English) ____________________ As filed with the Securities and Exchange Commission on July 26, 2023 Registration No. 333-271771 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ AMENDMENT NO. 3 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 British Columbia 7374 Not Applicable (State or other Juri ...

As filed with the Securities and Exchange Commission on June 20, 2023 ____________________ VERSUS SYSTEMS INC. (Translation of Registrant's Name into English) ____________________ Registration No. 333-271771 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Not Applicable British Columbia 7374 Not Applicable (State or other Jurisdiction of (Primary Standard Industrial Classification ...

As filed with the Securities and Exchange Commission on May 31, 2023 Registration No. 333-271771 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERSUS SYSTEMS INC. (Exact Name of Registrant as Specified in Its Charter) ____________________ Not Applicable (Translation of Registrant's Name into English) ____________________ British Columbia 7374 Not Applicable (State or other Juris ...

Financial Performance - Revenues for the three months ended March 31, 2023, were $157,950, a decrease of 51.1% compared to $323,756 for the same period in 2022[4] - Total operating loss for Q1 2023 was $1,326,889, significantly improved from a loss of $3,559,057 in Q1 2022, marking a 62.7% reduction in losses[4] - The company reported a net loss of $1,326,889 for Q1 2023, compared to a net loss of $3,355,418 in Q1 2022, reflecting a 60.5% improvement[4] - For the three months ended March 31, 2023, Versus Systems Inc. reported a loss of $1,326,889, a decrease of 60.5% compared to a loss of $3,355,418 in the same period of 2022[7] - Cash used in operating activities was $2,257,959, a slight improvement from $2,546,492 in the prior year[7] - The company generated cash from financing activities amounting to $6,367,073, compared to $7,022,095 in the previous year[7] Assets and Liabilities - Total assets increased to $12,321,197 as of March 31, 2023, up from $8,802,517 at December 31, 2022, representing a 40.5% increase[2] - Cash and cash equivalents rose to $5,279,410 as of March 31, 2023, compared to $1,178,846 at the end of 2022, indicating a 348.5% increase[2] - Total liabilities decreased to $2,938,236 as of March 31, 2023, down from $3,324,558 at December 31, 2022, a reduction of 11.6%[2] - The company’s deficit increased to $(126,376,607) as of March 31, 2023, compared to $(125,182,412) at the end of 2022, reflecting a 1% increase in deficit[2] - As of March 31, 2023, accounts receivable totaled $17,761, net of an allowance for doubtful accounts of $300, compared to $46,592 as of December 31, 2022[93] - Accounts payable and accrued liabilities decreased to $260,116 as of March 31, 2023, from $522,012 as of December 31, 2022, representing a reduction of approximately 50%[114] Shareholder Equity - Share capital increased to $128,823,181 as of March 31, 2023, up from $122,353,525 at December 31, 2022, indicating a 5.8% increase[2] - The weighted average common shares outstanding increased to 8,244,860 in Q1 2023 from 1,272,094 in Q1 2022, representing a 547.5% increase[4] - Share-based compensation for Q1 2023 was $(1,247,113), a significant change from $508,403 in Q1 2022, indicating a shift in compensation strategy[4] - Share-based compensation expenses totaled $1,247,113, compared to $508,403 in the same period last year, indicating an increase of 145.5%[7] - The balance of share purchase warrants decreased to 1,411,535 as of March 31, 2023, following the exercise of 4,042,000 warrants[128] Business Operations - The company is focused on developing a proprietary prizing and promotions tool to enhance consumer engagement in various content formats[10] - The company operates in three business segments: live events, software licensing, and a B2B software platform for video game publishers[151] - The Company recognizes revenue primarily through software-as-a-service (SAAS) sales, custom software development, and advertising sales[81] - The acquired business contributed revenues of $141,270 for the three-month period ended March 31, 2023, compared to $314,017 for the same period in 2022, indicating a decline of approximately 55%[110] Acquisitions and Investments - Versus Systems Inc. completed the acquisition of Xcite Interactive in June 2021, enhancing its capabilities in audience engagement technology[11] - The Company acquired Xcite Interactive Inc. for a total consideration of $13,184,383, including common shares valued at $12,890,029[107] - Goodwill recognized from the acquisition of Xcite Interactive is $6,580,659, attributed to expected synergies[107] Cash Flow and Financing - The cash balance at the end of the period was $5,279,410, up from $1,178,846 at the beginning of the period, reflecting a change in cash of $4,100,564[7] - The company incurred $226,544 in issuance costs related to a registered direct offering that raised $2,250,000 during the year ended December 31, 2022[121] - In 2022, the company completed a public offering on February 28, raising $7,000,000 by issuing 291,669 units at $24.00 per unit[129] Operational Challenges - The company has not achieved positive cash flow from operations as of March 31, 2023, raising substantial doubt about its ability to continue as a going concern[12] - The company vacated its leased office space in Los Angeles on April 30, 2023, and is now operating with a fully remote workforce[157] Financial Instruments and Valuation - The company uses the Black-Scholes Option Pricing Model for valuation of share-based payments and derivative financial assets, which requires subjective assumptions[76] - The fair value of stock options is measured on the date of grant using the Black-Scholes option pricing model and is recognized over the vesting period[78] - The company recognizes impairment losses for intangible assets when the recoverable amount is less than the carrying amount[53] - The recoverable amount was determined to be $4,425,000, resulting in an impairment of $8,254,000, with goodwill written down to $0[109]

(Exact Name of Registrant as Specified in Its Charter) ____________________ Not Applicable (Translation of Registrant's Name into English) ____________________ (State or other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial As filed with the Securities and Exchange Commission on May 9, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ VERSUS SYSTE ...