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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): July 16, 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: (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 |
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
5.07 Submission of Matters to a Vote of Security Holders.
Versus
Systems, Inc. (the “Company”) held its annual meeting of shareholders on July 16, 2026. The Company had 4,901,677 shares
of common stock eligible to vote at the meeting, of which 3,353,682 were present in person or by proxy. This equaled 68.42% of the shares
eligible to vote. The Company presented two proposals at the meeting, which were approved with the following votes.
Proposal
1 - To elect four directors:
| | |
For | | |
Against | | |
Abstain | |
| Juan Carlos Barrera | |
| 3,270,325 | | |
| 13,611 | | |
| 2,768 | |
| David Catzel | |
| 3,270,325 | | |
| 13,611 | | |
| 2,768 | |
| Aric Spitulnik | |
| 3,271,329 | | |
| 12,689 | | |
| 2,686 | |
| Luis Goldner | |
| 3,271,330 | | |
| 12,689 | | |
| 2,685 | |
Proposal
2 – to adjourn the annual meeting to solicit additional proxies if there are not sufficient votes to approve the foregoing proposal
received the following votes:
| For |
|
Against
|
|
Abstain |
| 3,269,433 |
|
15,837 |
|
1,434 |
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description
|
| 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 16, 2026 |
By: |
/s/ Luis
Goldner |
| |
Name: |
Luis Goldner |
| |
Title: |
Chief Executive Officer |