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): July 16, 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 |
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 July 16, 2026. The Company had 4,901,677 shares of common stock eligible to vote at the meeting, of which 3,353,682 were present in person or by proxy. This equaled 68.42% of the shares eligible to vote. The Company presented two proposals at the meeting, which were approved with the following votes.
Proposal 1 - To elect four directors:
| For | Against | Abstain | ||||||||||
| Juan Carlos Barrera | 3,270,325 | 13,611 | 2,768 | |||||||||
| David Catzel | 3,270,325 | 13,611 | 2,768 | |||||||||
| Aric Spitulnik | 3,271,329 | 12,689 | 2,686 | |||||||||
| Luis Goldner | 3,271,330 | 12,689 | 2,685 | |||||||||
Proposal 2 – to adjourn the annual meeting to solicit additional proxies if there are not sufficient votes to approve the foregoing proposal received the following votes:
| For | Against | Abstain | ||
| 3,269,433 | 15,837 | 1,434 |
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: July 16, 2026 | By: | /s/ Luis Goldner |
| Name: | Luis Goldner | |
| Title: | Chief Executive Officer | |
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