Versus Systems raises equity to regain Nasdaq compliance
Versus Systems Inc. describes actions taken to address a Nasdaq notice that its stockholders’ equity was below the $2,500,000 minimum required by Nasdaq Listing Rule 5550(b)(1) as of December 31, 2025.
Rhea-AI Filing Summary
Versus Systems Inc. describes actions taken to address a Nasdaq notice that its stockholders’ equity was below the $2,500,000 minimum required by Nasdaq Listing Rule 5550(b)(1) as of December 31, 2025.
The company completed a Stock Purchase Agreement with ASPIS Cyber Technologies, issuing 1,310,969 common shares for total consideration of $1,700,000, and renewed a Technology License and Software Development Agreement under which ASPIS pays $165,000 per month. Because the license is considered functional and the performance obligation was satisfied on delivery, Versus recognized $1,485,000 of license fees as revenue in the quarter ended June 30, 2026.
On a pro forma basis as of June 30, 2026, stockholders’ equity is shown at $3,403,606, and the company states it believes it has regained compliance with Nasdaq’s equity requirement, while Nasdaq will continue to monitor compliance and may delist the shares if a future report does not evidence compliance.
Positive
- Pro forma stockholders’ equity rises to $3,403,606, above Nasdaq’s $2,500,000 minimum, supporting the company’s belief it has regained equity compliance.
- A Stock Purchase Agreement with ASPIS Cyber Technologies adds $1,700,000 of capital through the issuance of 1,310,969 common shares.
- The renewed license with ASPIS provides $165,000 in monthly fees and generated $1,485,000 of recognized revenue in the quarter ended June 30, 2026.
Negative
- Nasdaq has indicated it will continue monitoring equity levels and may delist the company if upcoming periodic reports do not show compliance with the $2,500,000 stockholders’ equity requirement.
Filing Explained
The attached pro forma balance sheet places cash at
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Nasdaq equity minimum: $2,500,000
Shares issued to ASPIS Cyber Technologies: 1,310,969 shares
Stock Purchase Agreement consideration: $1,700,000
+4 more
7 metrics
Nasdaq equity minimum
$2,500,000
Minimum stockholders’ equity required for continued listing under Nasdaq Listing Rule 5550(b)(1).
Shares issued to ASPIS Cyber Technologies
1,310,969 shares
Common shares issued on June 26, 2026 under a Stock Purchase Agreement with ASPIS Cyber Technologies, Inc.
Stock Purchase Agreement consideration
$1,700,000
Total consideration received for 1,310,969 common shares issued to ASPIS Cyber Technologies, Inc.
Monthly license fee
$165,000 per month
License fee payable by ASPIS Cyber Technologies, Inc. through at least January 31, 2027.
License revenue recognized
$1,485,000
Transaction price of the functional license recognized as revenue in the quarter ended June 30, 2026.
Pro forma stockholders’ equity
$3,403,606
Stockholders’ equity on a pro forma basis as of June 30, 2026 after recent transactions.
Pro forma total assets
$4,136,003
Total assets on a pro forma basis as of June 30, 2026.
Key Terms
Regulation FD, Nasdaq Listing Rule 5550(b)(1), pro forma balance sheet, functional license, +1 more
5 terms
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
Nasdaq Listing Rule 5550(b)(1) regulatory
"required for continued listing by Nasdaq Listing Rule 5550(b)(1)."
pro forma balance sheet financial
"compliance is illustrated in the pro forma balance sheet as of June 30, 2026."
A pro forma balance sheet is a hypothetical snapshot of a company's assets, liabilities, and equity showing how the balance sheet would look after a planned event or assumed adjustment, such as a merger, acquisition, financing, or accounting change. It matters to investors because it highlights potential changes in liquidity, debt levels and ownership stakes—like a before-and-after photo or a forecast—so stakeholders can see the likely financial position if the proposed transaction or assumption occurs.
functional license financial
"The license is a functional license and the performance obligation was satisfied upon delivery."
performance obligation financial
"The license is a functional license and the performance obligation was satisfied upon delivery."
A performance obligation is a specific promise in a contract to deliver a good or provide a service to a customer, and it is the unit companies use to decide when and how much revenue to record. Think of it like checklist items in a service agreement: each item completed can trigger part of the payment to be recognized as revenue. Investors care because how obligations are identified and satisfied changes the timing and amount of reported revenue and profits, affecting comparisons and valuation.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Why did Nasdaq send Versus Systems (VS) a deficiency letter?
Nasdaq sent a deficiency letter because Versus Systems’ stockholders’ equity was below the required $2,500,000 minimum under Nasdaq Listing Rule 5550(b)(1) as of December 31, 2025. This shortfall put the company’s Nasdaq Capital Market listing at risk.
How did Versus Systems (VS) respond to the Nasdaq equity deficiency?
Versus Systems completed a Stock Purchase Agreement with ASPIS Cyber Technologies, issuing 1,310,969 common shares for $1,700,000, and renewed a technology license that generated additional revenue. These steps increased stockholders’ equity on a pro forma basis above Nasdaq’s equity requirement.
What are the key terms of the ASPIS license with Versus Systems (VS)?
ASPIS Cyber Technologies renewed a Technology License and Software Development Agreement, under which it pays Versus Systems $165,000 per month through at least January 31, 2027. Because the license is functional, Versus recognized $1,485,000 of the transaction price as revenue in the June 30, 2026 quarter.
Has Versus Systems (VS) regained compliance with Nasdaq equity rules?
Versus Systems states it believes it has regained compliance, citing pro forma stockholders’ equity of $3,403,606 as of June 30, 2026, above the $2,500,000 Nasdaq minimum. Nasdaq, however, will continue to monitor future reports before determining long-term listing status.
What does the pro forma balance sheet show for Versus Systems (VS)?
The pro forma balance sheet as of June 30, 2026 shows total assets of $4,136,003 and stockholders’ equity of $3,403,606. These figures reflect the ASPIS share issuance, license revenue, and related adjustments that address Nasdaq’s stockholders’ equity requirement.
What ongoing listing risks does Versus Systems (VS) disclose with Nasdaq?
Nasdaq has advised it will continue monitoring Versus Systems’ compliance with the $2,500,000 equity requirement. If, at the time of the next periodic report, the company does not evidence compliance, the shares may be subject to delisting from the Nasdaq Capital Market.
AI-generated analysis. How Rhea-AI works. Not financial advice.
