What changed in this filing

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Item 1A. Risk Factors

2025-05-15 compared with 2024-11-14 · 21 added, 67 removed, 28 unchanged (76% of the section changed)

1 unchanged sentence

there have been no material changes to the risk factors set forth in the section titled “Risk Factors” included in our Annual

Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024 (our “Annual Report”).

involves significant risks.

You should carefully consider the risks and uncertainties described in our Annual Report, together with all

of the other information in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related

notes as disclosed in our Annual Report.

The risks and uncertainties described in our Annual Report are not the only ones we face, and

additional risk and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect

our business.

The realization of any of these risks and uncertainties could have a material adverse effect on our reputation, business,

financial condition, results of operations, growth and future prospects as well as our ability to accomplish our strategic objectives.

Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025 (our “Annual Report”).

business involves significant risks.

You should carefully consider the risks and uncertainties described in our Annual Report, together

with all of the other information in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements

and related notes as disclosed in our Annual Report.

The risks and uncertainties described in our Annual Report are not the only ones

we face, and additional risk and uncertainties that we are unaware of or that we deem immaterial may also become important factors that

adversely affect our business.

The realization of any of these risks and uncertainties could have a material adverse effect on our reputation,

business, financial condition, results of operations, growth and future prospects as well as our ability to accomplish our strategic objectives.

In that event, the market price of our common shares could decline and you could lose part or all of your investment.

12 unchanged sentences

while pursuing a financing, improved operations, or a strategic transaction.

As of September 30, 2024, the Company has not achieved positive

cash flow from operations and is not able to finance day to day activities through operations and as such, there is substantial doubt

as to the Company’s ability to continue as a going concern.

In addition, if our board of directors were to approve and

recommend a dissolution and liquidation of our company, we would be required under British Columbia corporate law to pay our outstanding

obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation

to stockholders.

Our commitments and contingent liabilities may include obligations under our employment and related agreements with certain

employees that provide for severance and other payments following a termination of employment occurring for various reasons, including

a change in control of our company, litigation against us, and other various claims and legal actions arising in the ordinary course of

business, and other unexpected and/or contingent liabilities.

As a result of this requirement, a portion of our assets would need to be

reserved pending the resolution of such obligations.

In addition, we may be subject

7 unchanged sentences

value ever being returned to our stockholders.

If we are unable to regain compliance with the listing requirements

of the Nasdaq Capital Market, our common stock may be delisted from the Nasdaq Capital Market which could have a material adverse effect

on our financial condition and could make it difficult for you to sell your shares.

Our common stock is listed on the Nasdaq Capital Market, and we are

therefore subject to its continued listing requirements, including requirements with respect to the market value of publicly held shares,

market value of listed shares, minimum bid price per share, and minimum stockholders' equity, among others, and requirements relating

to board and committee independence.

If we fail to satisfy one or more of the requirements, we may be delisted from the Nasdaq Capital

On September 16, 2024, we received a notice, or Notice, from the Nasdaq

Stock Market, or Nasdaq, that we are not currently in compliance with the $1.00 minimum bid price requirement for continued listing on

the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2), or the Minimum Bid Price Requirement.

The Notice indicated

that, consistent with Nasdaq Listing Rule 5810(c)(3)(A), we have 180 days, or until March 16, 2025, to regain compliance with the Minimum

Bid Price Requirement by having the bid price of our common stock meet or exceed $1.00 per share for at least ten consecutive business

The Notice had no immediate effect on the listing of our common stock, and our common stock continues to trade on the Nasdaq Capital

Market under the symbol “VS” at this time.

In the event we do not regain compliance with the Minimum Bid Price

Requirement by March 16, 2025, we may be eligible for an additional 180 calendar day compliance period if, on the last day of the initial

compliance period, we meet the market value of publicly held shares requirement for continued listing as well as all other standards for

initial listing of our common stock on The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provide

Nasdaq written notice of our intention to cure the bid price deficiency during the second compliance period.

If we do not indicate our

intent to cure the deficiency, or if it appears to Nasdaq that it is not possible for us to cure the deficiency, we will not be eligible

for the second compliance period and our common stock will become subject to delisting.

In the event that we receive notice that our common

stock is being delisted, the Nasdaq listing rules permit us to appeal a delisting determination by the staff to a hearings panel.

We intend to actively monitor the bid price of our common stock and

will consider available options to regain compliance with the listing requirements, including such actions as effecting a reverse stock

split, for which our board of directors has received stockholder approval.

There can be no assurance, however, that we will be able to

regain compliance with the Minimum Bid Price Requirement, and even if we do, there can be no assurance that we will be able to maintain

compliance with the continued listing requirements for the Nasdaq Capital Market or that our common stock will not be delisted in the

In addition, we may be unable to meet other applicable listing requirements of the Nasdaq Capital Market, including maintaining

minimum levels of stockholders’ equity or market values of our common stock in which case, our common stock could be delisted notwithstanding

our ability to demonstrate compliance with the Minimum Bid Price Requirement.

Delisting from the Nasdaq Capital Market may adversely affect our ability

to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors

to trade our securities and may negatively affect the value and liquidity of our common stock.

Delisting also could have other negative

results, including the potential loss of employee confidence, the loss of institutional investors or interest in business development

opportunities.

If we are delisted from Nasdaq and we are not

able to list our common stock on another exchange, our common stock could be quoted on the OTC Bulletin Board or in the “pink sheets.”

As a result, we could face significant adverse consequences includin g,

among others:

limited availability of market quotations for our securities;

determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to

more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

limited amount of news and little or no analyst coverage for us;

inability to qualify for exemptions from state securities registration requirements, which may require us to comply with applicable state

securities laws;

decreased ability to issue additional securities (including pursuant to registration statements on Form S-3) or obtain additional financing

in the future.

Un registered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities and Use of Proceeds

Default Upon Senior Securities

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors