Versus Systems Enters Agreements with ASPIS Cyber Technologies for Nasdaq Compliance Plan and to Strengthen Compliance and Technology Offerings

Rhea-AI Summary

Versus Systems (NASDAQ: VS) has entered into two significant agreements with ASPIS Cyber Technologies, a cloud-based mobile endpoint cybersecurity technology firm. The first agreement, a Business Funding Agreement, involves ASPIS investing $2.5 million in Versus Systems through an unsecured convertible promissory note. The second agreement, a Technology Licensing and Software Development Agreement, allows ASPIS to license Versus Systems' gamification, engagement, and QR code technology for integration into its cybersecurity offerings.

These agreements form the foundation of Versus Systems' compliance plan submitted to Nasdaq to address the requirement of maintaining a minimum of $2.5 million in shareholders' equity for continued listing. The company aims to exceed this requirement until at least September 30, 2025. The partnership is expected to strengthen Versus Systems' financial position and enhance its technological capabilities in cybersecurity solutions.

Positive

• ASPIS to invest $2.5 million in Versus Systems, strengthening the company's financial position
• Technology Licensing Agreement with ASPIS, potentially generating monthly revenue of $165,000 starting January 2025
• Agreements form the foundation of Versus Systems' compliance plan to maintain Nasdaq listing requirements
• Potential to exceed the minimum $2.5 million shareholders' equity requirement until at least September 30, 2025

Negative

• Significant dilution potential for existing shareholders if ASPIS converts the note and exercises warrants
• ASPIS could potentially hold approximately 45.8% of the outstanding common stock upon conversion of the Note
• Risk of delisting from Nasdaq if the compliance plan is not accepted or if compliance is not achieved by February 18, 2025

Insights

Financial Analyst

This agreement with ASPIS Cyber Technologies is a significant development for Versus Systems, addressing both financial and strategic concerns. The $2.5 million investment through a convertible note provides important capital, potentially boosting shareholders' equity above the $2.5 million Nasdaq requirement. This could help VS maintain its listing, a critical factor for investor confidence.

The licensing agreement, generating $165,000 in monthly revenue starting January 2025, offers a steady income stream and validates VS's technology. However, investors should note the potential dilution if ASPIS converts the note, potentially owning up to 45.8% of VS's common stock. This large ownership stake could significantly influence company direction.

While these agreements provide short-term financial stability and compliance, long-term profitability and growth remain uncertain. The company's ability to leverage this partnership for sustainable growth will be important for future valuation.

Legal Expert

The agreements between Versus Systems and ASPIS Cyber Technologies raise several legal and governance considerations. First, the related-party nature of the transaction, with ASPIS affiliated with a major shareholder and sharing a director with VS, necessitates careful scrutiny for potential conflicts of interest.

The convertible note structure, requiring shareholder approval for conversion and company redomiciliation to Delaware, adds complexity. This could potentially delay the full realization of the investment and its impact on Nasdaq compliance. The senior status of the note and its 10% interest rate are significant terms that could affect the company's financial obligations.

The licensing agreement's terms, particularly the broad rights granted to ASPIS for technology modifications, may have long-term implications for VS's intellectual property strategy. Shareholders should closely examine these agreements at the upcoming meeting to ensure they align with the company's best interests.

VANCOUVER, British Columbia, Oct. 16, 2024 (GLOBE NEWSWIRE) -- Versus Systems, Inc. (NASDAQ: VS) (the “Company”) announced today the execution of two significant agreements with Aspis Cyber Technologies, Inc. (“ASPIS”), a cloud-based mobile endpoint cybersecurity technology firm.

ASPIS is affiliated with Cronus Equity Capital Group, LLC, which holds approximately 39.5% of the Company’s outstanding common stock. A significant shareholder of Cronus is also a shareholder of ASPIS, reinforcing the strategic alignment between the entities. In addition, a director of the Company is also a director of ASPIS and owns an equity interest in ASPIS.

The first agreement, a Business Funding Agreement (the “Funding Agreement”), provides for ASPIS to invest $2.5 million in Versus Systems. Under the Funding Agreement, ASPIS has initially invested $500,000, and on or before November 15, 2024, ASPIS will invest the balance of $2,000,000. In exchange for the investment, the Company has issued ASPIS an unsecured convertible promissory note with a principal balance of $2,500,000 (or such lesser amount if less is funded) (the “Note”).The Note is convertible into units with each unit comprised of one common share and one warrant to purchase one half of one common share at an exercise price of $4.00 per share. The Note may also be paid in cash at the option of ASPIS. The Note will not be convertible by the holder unless and until the Company obtains approval from its shareholders of the issuance of the equity under the Note and of the Company’s redomiciling to Delaware. The conversion price for the Note will be at least $1.16 but will be determined by the greater of (1) the 5-day volume-weighted average price, including the date prior to the initial funding, and (2) $1.16. The Company anticipates that it will hold its annual meeting to seek shareholder approval in December 2024. The Note is a senior note and will bear simple interest on the amounts funded at the rate of ten percent (10%) per annum.

The second agreement, a Technology Licensing and Software Development Agreement (the “License Agreement”), enables ASPIS to license Versus Systems’ gamification, engagement, and QR code technology for integration into its cybersecurity offerings, particularly in sectors such as government, finance, gaming, and social media in exchange for a monthly license fee paid to the Company. ASPIS will also compensate the Company for any updates or innovations related to this technology.

These agreements form the foundation of the Company’s compliance plan, submitted to Nasdaq on October 7, 2024, to address the Company’s requirement to maintain a minimum of $2.5 million in shareholders’ equity for continued listing on The Nasdaq Capital Market, as outlined in Nasdaq Listing Rule 5550(b)(1). Through these agreements, Versus Systems aims to exceed the required minimum shareholders’ equity, ensuring compliance until at least September 30, 2025. The Company cannot provide any guarantee or assurances, however, that it will exceed or continue to meet the minimum shareholders’ equity requirement.

“Partnering with ASPIS Cyber Technologies marks a pivotal moment for Versus Systems,” said Curtis Wolfe, Interim CEO of Versus Systems. “This collaboration not only strengthens our financial position but also enhances our technological capabilities, allowing us to provide cutting-edge solutions in cybersecurity.”

Under the terms of the agreements, assuming the Company receives shareholder approval of the issuance of equity under the Note and the Company’s redomiciling to Delaware, ASPIS could receive upon conversion of the Note and exercise of the warrants (assuming the final price is $1.16), 2,155,172 shares of common stock and warrants to purchase an additional 1,077,586 shares. Upon conversion of the Note, ASPIS would hold approximately 45.8% of the outstanding common stock of the Company. This percentage does not account for shares issuable upon exercise of the warrants or ASPIS’s option under the Note to convert any accrued and unpaid cash interest on the Note into units, which would result in additional shares issuable to ASPIS.

The License Agreement stipulates a monthly fee of $165,000 to be paid by ASPIS starting in January 2025, while also granting ASPIS a license to use any modifications made to the licensed technology for cybersecurity purposes.

Nasdaq will review the Company’s plan, and should the plan not be accepted, or if compliance is not achieved by February 18, 2025, Nasdaq may initiate delisting proceedings. In such cases, Versus Systems reserves the right to request a hearing for an additional extension.

About Versus Systems

Versus Systems, Inc. has developed a proprietary in-game prizing and promotions engine that allows game developers and publishers to offer real-world rewards inside their games. Players can choose from a variety of rewards that match their interests, including merchandise, events, and digital goods. Versus Systems is headquartered in Los Angeles, California.

For more information, please visit www.versussystems.com.

About Aspis Cyber Technologies, Inc.

ASPIS is a Cloud Based Mobile Endpoint Cyber Security Technology Company for Anti Tapping, Antihacking within the Government, Finance, Gaming and Social Media sectors that provides cybersecurity technology for clients that include governments, municipalities, commercial entities, and consumers.

For media inquiries, please contact:

Cody Slach, Gateway Group, Inc.
949-574-3860
IR@versussystems.com or
press@versussystems.com

Forward-Looking Statements

This news release contains “forward-looking statements”. Statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, outlook, expectations or intentions regarding the future, including statements regarding the Company’s plans to regain compliance. It is important to note that actual outcomes and the Company’s actual results could differ materially from those in such forward-looking statements. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others: uncertainty whether the Company’s plan to regain compliance with Nasdaq’s minimum shareholders’ equity rule submitted to Nasdaq will be accepted or, if accepted, whether the Company will regain compliance with the minimum shareholders’ equity rule within the timelines required by Nasdaq, failing which, the Company’s securities will be delisted by Nasdaq; uncertainty whether the Company would appeal any delisting notice or whether any such appeal would be successful, failing which, the Company’s securities will be delisted by Nasdaq; the risk that delisting of the Company’s securities may have a material adverse effect on the Company’s share liquidity and trading price and on the Company’s ability to obtain financing and continue its business; whether the Company will realize long-term benefits and synergies from the partnership with ASPIS; and the risk of changes in business strategy or plans. Readers should also refer to the risk disclosures outlined in the Company’s quarterly reports on Form 10-Q, the Company’s annual reports on Form 10-K, and the Company’s other disclosure documents filed from time-to-time with the Securities and Exchange Commission at www.sec.gov and the Company’s interim and annual filings and other disclosure documents filed in Canada from time-to-time under the Company's profile on SEDAR+ at https://www.sedarplus.ca.

FAQ

What agreements did Versus Systems (VS) sign with ASPIS Cyber Technologies on October 16, 2024?

Versus Systems signed two agreements with ASPIS Cyber Technologies: a Business Funding Agreement for a $2.5 million investment, and a Technology Licensing and Software Development Agreement for licensing Versus Systems' technology.

How much is ASPIS investing in Versus Systems (VS) and what are the terms?

ASPIS is investing $2.5 million in Versus Systems. They have initially invested $500,000 and will invest the remaining $2 million by November 15, 2024. In exchange, Versus Systems issued an unsecured convertible promissory note.

What is the purpose of Versus Systems' (VS) agreements with ASPIS in relation to Nasdaq compliance?

The agreements form the foundation of Versus Systems' compliance plan submitted to Nasdaq to maintain the minimum $2.5 million in shareholders' equity required for continued listing on The Nasdaq Capital Market.

When will ASPIS start paying license fees to Versus Systems (VS) under the Technology Licensing Agreement?

ASPIS will start paying a monthly license fee of $165,000 to Versus Systems beginning in January 2025 for the use of Versus Systems' technology in ASPIS's cybersecurity offerings.