Nasdaq warns Versus Systems (VS) on equity as $1.7M stock deal set

Rhea-AI Filing Summary

Versus Systems Inc. received a Nasdaq deficiency letter on April 29, 2026 because its stockholders’ equity was $1,918,303 as of December 31, 2025, below the $2,500,000 minimum required by Nasdaq Listing Rule 5550(b)(1). The company has 45 days, until June 13, 2026, to submit a compliance plan and may receive an extension to October 26, 2026 if the plan is accepted. The notice does not immediately affect the Nasdaq listing. To help address the shortfall, Versus Systems entered a Stock Purchase Agreement with ASPIS Cyber Technologies Inc. for a cash investment of $1,700,000 through the sale of 1,513,128 common shares at $1.1235 per share, with closing expected on or before May 14, 2026.

Positive

• None.

Negative

• Nasdaq equity deficiency: Nasdaq issued a deficiency letter after Versus Systems reported stockholders’ equity of $1,918,303 as of December 31, 2025, below the $2,500,000 minimum required by Nasdaq Listing Rule 5550(b)(1), putting continued listing at risk if compliance is not restored.

Insights

Equity analyst

Nasdaq flags equity shortfall; company lines up $1.7M stock sale to help regain compliance.

Versus Systems fell below Nasdaq’s $2,500,000 stockholders’ equity requirement, reporting $1,918,303 as of December 31, 2025. Nasdaq’s deficiency letter starts a structured process with deadlines for a compliance plan and potential extension to October 26, 2026, while trading continues.

The company has arranged a $1,700,000 common stock sale to ASPIS Cyber Technologies Inc. under a Stock Purchase Agreement. The agreed price is $1.1235 per share for 1,513,128 shares, with closing expected on or before May 14, 2026. This transaction is intended as part of its plan to meet equity requirements.

The eventual impact will depend on Nasdaq’s review of the compliance plan and successful closing of the ASPIS investment. Investors can use the equity figures and stated deadlines as reference points when reviewing future company disclosures about listing status and capital position.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Stockholders’ equity: $1,918,303 Nasdaq minimum equity: $2,500,000 ASPIS investment size: $1,700,000 +5 more

8 metrics

Stockholders’ equity $1,918,303 As of December 31, 2025; below Nasdaq’s $2,500,000 minimum

Nasdaq minimum equity $2,500,000 Required stockholders’ equity under Nasdaq Listing Rule 5550(b)(1)

ASPIS investment size $1,700,000 Cash consideration for common stock under Stock Purchase Agreement

Shares to ASPIS 1,513,128 shares Common shares to be sold to ASPIS Cyber Technologies Inc.

Purchase price per share $1.1235/share Set at 105% of April 14, 2026 closing price

Compliance plan deadline June 13, 2026 45-day deadline to submit Nasdaq compliance plan

Potential extension end date October 26, 2026 Possible Nasdaq extension to regain equity compliance

Expected stock sale closing On or before May 14, 2026 Target closing date for ASPIS Stock Purchase Agreement

Key Terms

Nasdaq Listing Rule 5550(b)(1), stockholders’ equity, deficiency letter, Stock Purchase Agreement, +1 more

5 terms

Nasdaq Listing Rule 5550(b)(1) regulatory

"did not maintain a minimum of $2,500,000 in stockholders’ equity as required for continued listing by Nasdaq Listing Rule 5550(b)(1)"

stockholders’ equity financial

"the Company had stockholders’ equity of $1,918,303"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

deficiency letter regulatory

"Nasdaq Stock Market, LLC (“Nasdaq”) issued a deficiency letter to Versus Systems, Inc."

Stock Purchase Agreement financial

"the Company and ASPIS Cyber Technologies, Inc. (“ASPIS”) entered into a Stock Purchase Agreement (the “SPA”)"

A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

emerging growth company regulatory

"Emerging growth company Item 3.01."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

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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): April 29, 2026

VERSUS SYSTEMS INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39885		46-4542599
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3500 South DuPont Hwy.

Dover, DE 19901

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (424) 226-8588

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

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 29, 2026, the Nasdaq Stock Market, LLC (“Nasdaq”) issued a deficiency letter to Versus Systems, Inc. (the “Company”). The basis of the letter is that as of December 31, 2025, Versus Systems, Inc. (the “Company”) did not maintain a minimum of $2,500,000 in stockholders’ equity as required for continued listing by Nasdaq Listing Rule 5550(b)(1). As disclosed in the Company’s Form 10-K for the period ended December 31, 2025, the Company had stockholders’ equity of $1,918,303. As of April 29, 2026, the Company does not meet the alternatives of market value of listed securities or net income from continuing operations.

The deficiency letter has no immediate effect on the listing of the Company’s securities on Nasdaq. Nasdaq has provided the Company with 45 calendar days, or until June 13, 2026, to submit a plan to regain compliance with stockholders’ equity requirement. If the Company’s plan to regain compliance is accepted, Nasdaq may grant an extension until October 26, 2026, for the Company to regain compliance.

As part of the Company’s plan to regain compliance, on April 15, 2026, the Company and ASPIS Cyber Technologies, Inc. (“ASPIS”) entered into a Stock Purchase Agreement (the “SPA”). The terms of the SPA were disclosed in the Company’s Form 8-K filed with the SEC on April 16, 2026. Pursuant to the SPA, the Company will sell to ASPIS, and Aspis will purchase for cash, a number of shares of Company common stock, at a price, equal to $1,700,000. The parties have agreed that the purchase price per share is set at $1.1235 (105% of the closing price on April 14, 2026) and the number of shares sold shall be 1,513,128. The parties expect to close the sale of stock on or before May 14, 2026.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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: May 5, 2026	By:	/s/ Luis Goldner
	Name:	Luis Goldner
	Title:	Chief Executive Officer

2

FAQ

Why did Versus Systems (VS) receive a Nasdaq deficiency notice?

Versus Systems received a Nasdaq deficiency letter because its stockholders’ equity was $1,918,303 as of December 31, 2025, below the $2,500,000 minimum required by Nasdaq Listing Rule 5550(b)(1). This triggers a compliance process but does not immediately remove its Nasdaq listing.

What deadlines has Nasdaq given Versus Systems (VS) to regain compliance?

Nasdaq gave Versus Systems 45 calendar days, until June 13, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, the company may receive an extension until October 26, 2026 to meet the stockholders’ equity requirement under the continued listing rules.

How is Versus Systems (VS) planning to address the equity shortfall?

As part of its plan, Versus Systems entered a Stock Purchase Agreement with ASPIS Cyber Technologies Inc. It will sell 1,513,128 common shares for cash at $1.1235 per share, totaling $1,700,000, with the parties expecting to close the transaction on or before May 14, 2026.

Does the Nasdaq deficiency letter immediately affect Versus Systems (VS) Nasdaq listing?

The deficiency letter has no immediate effect on the listing of Versus Systems’ securities on Nasdaq. The company remains listed while it prepares and submits a compliance plan and works through the potential extension period defined by Nasdaq’s continued listing procedures.

What are the terms of Versus Systems (VS) stock sale to ASPIS Cyber Technologies?

Under the Stock Purchase Agreement, Versus Systems will sell ASPIS 1,513,128 common shares for cash. The agreed purchase price is $1.1235 per share, described as 105% of the April 14, 2026 closing price, for total proceeds of $1,700,000 if the deal closes as expected.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB