Versus Systems Inc. 8-K

What Happened
Versus Systems, Inc. announced on April 15, 2026 that it entered into a Stock Purchase Agreement with ASPIS Cyber Technologies, Inc. Under the agreement, ASPIS will pay $1,700,000 in cash to purchase newly issued shares of Versus common stock. The per‑share purchase price will equal 105% of the closing price of Versus common stock on the trading day immediately before closing, and the number of shares issued will equal $1,700,000 divided by that per‑share price. The parties expect to close the transaction on or before May 14, 2026. Versus expects these proceeds will allow it to maintain at least $2,500,000 in stockholders’ equity through December 31, 2026.

Key Details

• Date of agreement: April 15, 2026; expected closing on or before May 14, 2026.
• Total cash consideration: $1,700,000.
• Pricing: Per‑share price = 105% of the closing price on the trading day before closing; shares issued = $1,700,000 ÷ (that per‑share price).
• Company guidance: Proceeds expected to keep stockholders’ equity at or above $2,500,000 through 12/31/2026.

Why It Matters
This is an equity financing transaction that provides immediate cash to Versus Systems and supports the company’s stated equity level through year‑end 2026. Because the company will issue new shares to ASPIS at a formula price tied to the market close before closing, existing shareholders will experience dilution proportional to the number of shares issued. The filing does not disclose other material terms (e.g., investor rights or restrictions) beyond price, amount, and timing.