[8-K] Versus Systems Inc. Class A Warrants Reports Material Event

Rhea-AI Filing Summary

Versus Systems (Nasdaq:VSSYW) filed a Form 8-K reporting the results of its June 20 2025 annual shareholder meeting.

Out of 4,901,677 common shares outstanding, 3,329,986 (67.94%) were represented in person or by proxy. Shareholders re-elected directors Juan Carlos Barrera, David Catzel, Aric Spitulnik and Luis Goldner for the 2024 term, each receiving about 3.24 million “For” votes, fewer than 11,000 “Withhold” votes, and 79,085 broker non-votes. No other proposals, financial data, or strategic disclosures were included.

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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): June 20, 2025

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
Unit A Warrants		VSSYW		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 June 20, 2025. The Company had 4,901,677 shares of common stock eligible to vote at the meeting, of which 3,329,986 were present in person or by proxy. This equaled 67.94% of the shares eligible to vote. The Company presented one proposal at the meeting, which was approved with the following votes.

Proposal 1 - To elect four directors and ratify their service during 2024:

		For				Withhold				Abstain				Broker Non-Vote
Juan Carlos Barrera			3,244,361				5,881				659				79,085
David Catzel			3,239,437				10,805				659				79,085
Aric Spitulnik			3,244,369				5,944				588				79,085
Luis Goldner			3,244,352				5,952				597				79,085

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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

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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: June 20, 2025	By:	/s/ Luis Goldner
	Name:	Luis Goldner
	Title:	Chief Executive Officer

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FAQ

How many Versus Systems (VSSYW) shares were eligible to vote at the 2025 annual meeting?

A total of 4,901,677 common shares were eligible to vote.

What was the quorum for VSSYW's 2025 shareholder meeting?

67.94% of outstanding shares (3,329,986 shares) were present in person or by proxy.

Were any directors rejected at Versus Systems' 2025 AGM?

No. All four nominees were re-elected with roughly 3.24 million “For” votes each and minimal withhold votes.

Did Versus Systems' 8-K disclose any other material proposals or financial updates?

No. The filing covered only director elections; no other proposals or financial information were provided.