Versus Systems (NASDAQ: VS) CFO resigns; CEO assumes finance role and hires PKFOD

Rhea-AI Filing Summary

Versus Systems Inc. entered into a Master Services Agreement with PKF O’Connor Davies Advisory, LLC under which PKFOD will provide accounting, bookkeeping, financial reporting and SEC reporting support. The Company will pay an initial fee of $5,000 and a monthly fee of $5,000 for these services.

On January 15, 2026, Chief Financial Officer Geoff Deller resigned and ceased serving as the Company’s principal financial officer. On the same date, the board of directors designated Chief Executive Officer Luis Goldner as the Company’s principal financial officer, consolidating the top executive and finance roles under one individual.

Positive

• None.

Negative

• CFO resignation and role consolidation: Chief Financial Officer Geoff Deller resigned on January 15, 2026, and CEO Luis Goldner was simultaneously named principal financial officer, concentrating leadership and finance oversight in a single individual.
• Reliance on external finance support: The Company entered a Master Services Agreement with PKF O’Connor Davies Advisory, LLC for accounting and SEC reporting support at an initial fee of $5,000 and a recurring $5,000 monthly fee, underscoring dependence on an outside firm for core financial functions.

Insights

Corporate governance and small-cap accounting analyst

Versus outsources finance support as its CFO resigns and the CEO assumes principal financial officer duties.

Versus Systems Inc. has engaged PKF O’Connor Davies Advisory, LLC to provide accounting, bookkeeping, financial reporting and SEC reporting support under a Master Services Agreement. The agreement calls for an initial fee of $5,000 and a recurring monthly fee of $5,000, indicating an ongoing external role in the Company’s finance function.

At the same time, the Company reports that on January 15, 2026 its Chief Financial Officer, Geoff Deller, resigned and is no longer principal financial officer. The board named CEO Luis Goldner as principal financial officer, meaning one person now holds both the top executive and finance designations, while technical accounting and reporting support are provided by PKFOD.

This combination centralizes key leadership responsibilities and relies on an external advisory firm for core financial and SEC reporting activities. Future periodic reports covering periods after January 15, 2026 will show how this structure functions in practice, particularly around financial reporting quality and timeliness.

8-K Event Classification

3 items: 1.01, 5.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): January 16, 2026 (January 15, 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
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 1.01 Entry into a Material Definitive Agreement.

On January 16, 2026, Versus Systems, Inc. (the “Company”) entered into a Master Services Agreement (the “MSA”) with PKF O’Connor Davies Advisory, LLC (“PKFOD”). Pursuant to the MSA, PKFOD will provide accounting and financial support services to the Company. Such services will include accounting, bookkeeping, financial reporting and SEC reporting support. The MSA requires the Company to pay PKFOD an initial fee of $5,000 and a monthly fee of $5,000.

The foregoing description of the MSA is qualified in its entirety by reference to the full text of the MSA, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 15, 2026, Geoff Deller resigned as Chief Financial Officer of the Company and, therefore, will no longer be the Company’s principal financial officer. On that same date, the Company’s board of directors named Company Chief Executive Officer Luis Goldner as the Company’s principal financial officer.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Master Services Agreement with PKF O’Connor Davies Advisory, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: January 16, 2026	By:	/s/ Luis Goldner
	Name:	Luis Goldner
	Title:	Chief Executive Officer Principal Executive Officer Principal Financial Officer

2

FAQ

What agreement did Versus Systems Inc. (VS) enter with PKF O’Connor Davies Advisory, LLC?

Versus Systems Inc. entered into a Master Services Agreement with PKF O’Connor Davies Advisory, LLC under which PKFOD will provide accounting, bookkeeping, financial reporting and SEC reporting support services to the Company.

How much will Versus Systems (VS) pay PKF O’Connor Davies under the Master Services Agreement?

Versus Systems will pay PKF O’Connor Davies Advisory, LLC an initial fee of $5,000 and a monthly fee of $5,000 for accounting and financial support services.

Which executive resigned from Versus Systems Inc. (VS) and when did it occur?

On January 15, 2026, Geoff Deller resigned as Chief Financial Officer of Versus Systems Inc. and ceased serving as the Company’s principal financial officer.

Who is now serving as principal financial officer at Versus Systems Inc. (VS)?

On January 15, 2026, the board of directors named Chief Executive Officer Luis Goldner as the Company’s principal financial officer, so he now holds both roles.

What services will PKF O’Connor Davies provide to Versus Systems (VS)?

PKF O’Connor Davies Advisory, LLC will provide accounting, bookkeeping, financial reporting and SEC reporting support to Versus Systems Inc. under the Master Services Agreement.

What exhibits are included with this Versus Systems (VS) Form 8-K?

The filing includes Exhibit 10.1, the Master Services Agreement with PKF O’Connor Davies Advisory, LLC, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.