Versus Systems Inc. 8-K

What Happened

• Versus Systems, Inc. (VS) disclosed that Nasdaq issued a deficiency letter on April 29, 2026 because the company did not meet the $2,500,000 minimum stockholders’ equity required under Nasdaq Listing Rule 5550(b)(1) as of December 31, 2025.
• To address the deficiency, the company completed a Stock Purchase Agreement with ASPIS Cyber Technologies, Inc. (ACT) on June 26, 2026, issuing 1,310,969 shares for $1,700,000, and ACT renewed a Technology License and Software Development Agreement (amended May 15, 2026) under which ACT will pay $165,000 per month through at least January 31, 2027.
• Because the license was treated as a functional license with the performance obligation satisfied on delivery, Versus recognized $1,485,000 as revenue in the quarter ended June 30, 2026 and filed a pro forma balance sheet (as of June 30, 2026) showing it believes it has regained compliance.

Key Details

• Nasdaq deficiency letter dated April 29, 2026 cited failure to maintain $2,500,000 in stockholders’ equity as of 12/31/2025.
• Stock issuance: 1,310,969 shares issued to ACT for total consideration of $1,700,000 (consummated June 26, 2026).
• License terms: ACT to pay $165,000 per month through at least January 31, 2027; Versus recognized $1,485,000 in revenue in Q2 (quarter ended June 30, 2026).
• Company filed a pro forma balance sheet (Exhibit 99.1) showing regained compliance; Nasdaq will continue monitoring and could seek delisting if compliance is not maintained at the next periodic report.

Why It Matters

• For investors, the actions directly address the Nasdaq equity deficiency that risked delisting: share issuance and upfront license revenue materially improved reported equity and revenue for the June quarter.
• The filing shows concrete cash/stock consideration and recurring monthly license income, which affect short-term liquidity and reported revenue, but Nasdaq will still monitor ongoing compliance—future reports must sustain the improvement to avoid delisting risk.