What changed in this filing

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Item 1. Business

2026-04-15 compared with 2025-03-31 · 301 added, 337 removed, 17 unchanged (97% of the section changed)

Our mission is to reinvent

the way our customers interact with consumers through live events, games, apps and streaming content by delivering a great brand experience.

We offer a suite of proprietary

business-to-business software tools that are meant to drive user engagement through gamification and rewards.

These tools allow our partners

to offer in-game prizing and rewards, including merchandise, coupons, digital goods, and sweepstakes entries — inside

mission is to reinvent the way our customers interact with consumers through live events, games, apps and streaming content by delivering

a great brand experience.

offer a suite of proprietary business-to-business software solutions designed to enhance user engagement through gamification and rewards.

These tools allow our partners to offer in-game prizing and rewards, including merchandise, coupons, digital goods, and sweepstakes entries — inside

their websites, their venues, or their streaming media content.

Our customers are mostly sports

teams, venues, and advertising agencies, which typically use our products as part of their live events or as part of an advertising campaign

with the goal of engaging fans, increasing consented first-party data, and increasing sales.

Our products and games are

designed so that end users of our products can earn prizes by registering on our system and completing in-content challenges like trivia,

polls, or casual mobile games.

Players can use our system to play a variety of games and earn a wide range of prize types, provided by

advertisers and sponsors.

Our products, include our in-venue XEO and Filter Fan Cam products for live events, and our new stand-alone

“Winfinite” product that can be used by brands, advertising agencies, and content partners to reach potential customers outside

of sports venues, on mobile devices.

We also have an IP portfolio that can create future licensing and product development opportunities

including our recently allowed Artificial Intelligence (“AI”) and Machine Learning (“ML”) series of patent claims.

With the acquisition of Xcite

Interactive in June 2021, we acquired a number of key pieces of technology and relationships that have helped to drive our engagement

and rewards business, including a live events fan engagement business that has partnered with professional sports franchises in the National

Football League (“NFL”), the National Basketball Association (“NBA”), the National Hockey League (“NHL”)

and others to increase audience engagement using interactive gaming functions like trivia, polling, and casual games that can be played

alongside live experiences whether a player is at-home, in a restaurant, or in-venue at the event itself.

Our three largest customers

in 2023 were the San Jose Sharks, the Sacramento Kings, and ENT Marketing, a marketing agency that used our platform to promote Coca-Cola

We now have three principal

software products.

Our eXtreme Engagement Online or “XEO” platform is designed primarily for in-venue main-board work in stadiums

While functional throughout 2024, the "XEO" Platform is currently in a development-only state and is not being used

by clients as of 2025.

Our Filter Fan Cam (“FFC”) platform is an Augmented Reality filtering tool that can be used for mobile

and in-venue applications.

In addition, we have a stand-alone gaming and prizing product that we call “Winfinite,” which allows

brands, media companies, and advertising agencies to reach out to customers directly on their mobile devices.

We license these three software

products to teams, ad agencies, and other content creators.

In September 2024 the Company

closed down its operations within the United Kingdom,

In October 2024, the Company

entered into a $2,500,000 funding agreement with ASPIS Cyber Technologies (“ASPIS”).

At that time, ASPIS delivered to the

Company $500,000 and agreed to, on or before November 15, 2024, deliver to the Company an additional $2,000,000.

However, the Company

has informally agreed to defer the $2,000,000 until Nasdaq has progressed further with its review of the Company’s plan.

to that agreement, the Company issued to ASPIS a senior convertible promissory note in the principal amount of the total amount funded.

The note provides that upon approval by the Company’s shareholders and the Company’s redomiciling to Delaware the amount funded

to date plus, at ASPIS’s option, any accrued and unpaid interest thereon, will be converted into units of the Company, each equal

to (a) one common share of the Company and (b) a warrant to purchase one-half of one Common Share at a purchase price of $4.00 per one

whole share, exercisable for five years.

On December 24, 2024 a special

resolution authorizing and approving the continuance of the Company from the Province of British Columbia in accordance with the Business

Corporations Act (British Columbia) into the State of Delaware in accordance with the Delaware General Corporation Law.

As a result of

the Company becoming a Delaware corporation, a special resolution authorizing and approving the issuance of 2,155,172 common shares, warrants

to purchase an additional 1,077,586 shares, and such 1,077,586 shares upon the exercise of such warrants, upon conversion of a $2.5 million

promissory note held by ASPIS Cyber Technologies, Inc., which is an affiliate of the Company’s largest shareholder, Cronus Equity

Capital Group, LLC.

Our Products and Services

We provide the following products

and services to our partners and customers:

Analytics and

support for in-venue products XEO and FFC.

Our in-venue fan engagement products are used at a variety of live-event and

other entertainment focused properties like stadiums and arenas, but they can also be used at conferences, theme parks, and

restaurants to increase audience and customer engagement.

Content partners, including professional sports teams, can use XEO and FFC

in conjunction with their existing video screens, “jumbotrons”, “halo boards”, “main boards”, as

well as other branded experiences to reach potential customers with games and interactive experiences that enhance the live

Support and Analytics for Winfinite.

Winfinite is an interactive advertising tool that increases awareness, affinity, data, and incremental sales.

It allows content creators, marketers, agencies, and other advertisers to increase customer acquisition and loyalty through a combination of games and rewards.

The product is compatible with a number of digital platforms and can be integrated into customers’ existing advertising campaigns.

Research and Development

Our research and development

team, including in-house and as-needed contract resources, consists of technical engineering, product management, and user experience,

and is responsible for the design, architecture, creation, and quality of our platform.

We have invested substantial resources in research

and development to enhance our platform features and functionalities and expand the services we offer.

We believe the timely development

of new, and the enhancement of our existing, services and platform features would enhance our competitive position.

We utilize an agile

development process to deliver software releases, fixes and updates.

Interactive media, live-events,

in-venue advertising, and rewarded advertising are all highly competitive businesses, characterized by increasing product introductions

and rapidly emerging new platforms and technologies.

With respect to competing for customers for our platform, we will compete primarily

on the basis of functionality, quality, brand and customer reviews.

We will compete for platform placement based on these factors, as

well as our relationship with the content owner, historical performance, perception of sales potential and relationships with owners and

licensors of brands, properties and other content.

We believe that our small size

will provide us some amount of a competitive edge in the near term as we are able to make quick decisions to take advantage of customer

preferences and emerging technologies like AI.

With respect to our prizing

and rewards platform, we compete with a continually increasing number of companies, including industry leaders such as TapJoy, Honey,

Rakuten, and Otello who make their money largely on the free-to-play or free-to-use distribution of coupons and rewards.

direct competitors, we face a certain amount of competition from pay-to-play “rewards” companies like Skillz, FanDuel, or

DraftKings that also use games and monetary rewards to drive user growth – although in their case, they derive the majority of their

revenues directly from users rather than brands and sponsors.

We also face increased competition

from large media and technology companies with significant online presences, such as Apple, Alphabet/Google, Amazon, Meta, Microsoft,

Netflix Shopify, or Yahoo, as those companies move to expand their interactive offerings.

This competition could increase if these larger

industry players begin to add prizing or rewards into their offerings.

We are also aware of the increasing

role of Artificial Intelligence (AI) in the personalized content space, including personalized advertising.

We have been researching the

space for a number of years and have been filing patents with the United States Patent and Trademark Office (USPTO) to protect our uses

of AI and Machine Learning (ML) in trying to optimize both the player and partner experience, but we are aware that the AI space is filled

with larger, and better-funded teams, including those from Microsoft, Google, and others.

In addition, given the open

nature of the development and distribution for smartphones and tablets, we also compete or will compete with a vast number of small companies

and individuals in all of our segments who are able to create and launch software programs and platforms for these devices using relatively

limited resources and with relatively limited start-up time or expertise.

Most of our competitors and

our potential competitors have one or more advantages over us, including:

significantly greater financial and personnel resources;

stronger brand and consumer recognition;

longer and larger customer histories, including much more consented first-party data;

larger datasets from which to derive customer behavior patterns and AI training data;

the capacity to leverage their marketing expenditures across a broader portfolio of mobile and non-mobile products;

more substantial intellectual property of their own;

lower labor and development costs and better overall economies of scale;

broader distribution and presence.

Government Regulation

We are involved in a variety

of areas that are subject to governmental oversight.

While we have developed a flexible platform designed to adjust to a changing legal

and regulatory landscape, there are a number of areas where federal, state and international law could force us to make significant adjustments

to our strategies and deployment efforts.

As such, as with many companies in both the software and advertising spaces, there are risks

associated with the potential impacts of government regulation.

As a company that facilitates

the distribution of real-world prizes for in-game and online activities, we are, in some cases and for some campaigns, subject to laws

that surround sweepstakes, contests, and games of skill.

While we use best efforts to ensure that all contests are compliant with federal,

state, and local laws pertaining to the game type, contest type, prize type, and the eligibility of individual players, among other concerns,

we are subject to those regulations and those regulations may change.

We have filed patents, and have been granted certain patent claims,

protecting our ability to use player characteristics like player location, player age, and contest type to adjust eligibility in specific

contests with the intent of providing dynamic regulatory compliance.

We also have also designed the platform to make it possible to expeditiously

cease providing prizes in certain jurisdictions, or cease offering certain types of contests, such as sweepstakes or other contest types,

if that becomes necessary.

If necessary, we can make these changes without interruption to our campaigns and contests in other jurisdictions.

Certain of our campaigns and

contests may be subject to laws and regulations applicable to companies engaged in skill-based contests.

As we partner with our brand

and content partners to offer prizes that players may earn as a result of their in-game activities, we may be subject in some cases to

the federal Deceptive Mail Prevention and Enforcement Act as well as certain state prize, gift, or sweepstakes statutes that may apply

to certain experiences that we or our customers and partners may run from time to time.

Our system does allow us to adjust terms of service

to account for this and other acts.

We may also choose not to offer certain campaigns, contests or prizes in certain areas because of

these regulations.

In addition, certain states

prohibit, restrict, or regulate contests in several ways, particularly with respect to payment of entry fees, and the size, value, and/or

source of prizes to participants in such contests.

Certain other states require companies to register and/or insure certain types of contests.

While we do not typically require entry fees or consideration of any type from our players, and thus based on legal research conducted,

are not subject to these regulations in most cases, we do remain conscious of these regulations.

We may choose to not offer certain prizes

or certain contests in certain areas due to these regulations.

We can do so without interruption to other services and other jurisdictions.

While at this time, our operations are not subject to certain regulations, for example the pay-to-play regulations, given that our platform

is free-to-play, we are conscious that because the nature of our services is relatively new and is rapidly evolving, we may not be able

to accurately predict which regulations will be applied to our business.

We may also at some point become subject to new or amended regulations.

Further, our online in-game

prizing and rewards platform, which may be integrated into games whose player bases include individuals ranging from elementary school

age children to adults, is subject to laws and regulations relating to privacy and child protection.

Through our applications and online

platform, we, and the content creators, owners and platform owners that incorporate our proprietary platform into their media or hardware,

may monitor and collect certain information about child users of these games and forums.

A variety of laws and regulations have been adopted

in recent years aimed at protecting children using the internet, such as the Federal Children’s Online Privacy Protection Rule (COPPA).

COPPA sets forth, among other things, a number of restrictions related to what information may be collected with respect to children under

the age of 13, as well as the kinds of content that website operators may present to children under such age.

There are also a variety

of laws and regulations governing individual privacy and the protection and use of information collected from individuals, particularly

in relation to an individual’s personally identifiable information (e.g., credit card numbers).

We currently employ multiple measures

to ensure that we are COPPA-compliant.

We screen for age at registration, we address the issue in our terms of service, and we employ

a kick-out procedure during member registration whereby anyone identifying themselves as being under the age of 13 during the process

may not register for a player account on our website or participate in any of our online experiences or tournaments without linking their

account to that of a parent or guardian.

Such regulation would have

a material adverse effect on our business and operations.

In the area of information security and data protection, many states have passed

laws requiring notification to users when there is a security breach for personal data, such as the 2002 amendment to California’s

Information Practices Act, or requiring the adoption of minimum information security standards that are often vaguely defined and difficult

to implement.

And while we believe that we are currently in compliance with these and other data protection regulations, including the

privacy regulations set out below, the costs of compliance with these laws may increase in the future as a result of changes in interpretation.

Company’s potential customers primarily include professional sports teams, event venues such as arenas and stadiums, fan engagement

and sponsor activation platforms, digital out-of-home media companies, and advertising agencies, which typically use our products as

part of their live events or as part of an advertising campaign with the goal of engaging fans, increasing consented first-party data,

and increasing sales.

At December 31, 2025 and December 31, 2024, the Company had four and two, respectively, active customers.

continues to pursue new customer relationships and expansion opportunities within its core verticals.

Company’s products are designed to enable end users to be able to earn prizes by registering on our system and completing in-content

challenges like trivia, polls, or casual mobile games.

Players could use our system to play a variety of games and earn a wide range

of prize types, provided by advertisers and sponsors.

The Company’s offerings include the in-venue Filter Fan Cam (FFC) platforms

for live events, stand-alone “Winfinite” product line that can be used by brands, advertising agencies, and content partners

to reach potential customers outside of sports venues, on mobile devices, as well as the “Winfinite” Games, which are customizable

web-based casual games.

We also have an IP portfolio that could create future licensing and product development opportunities including

our recently allowed Artificial Intelligence (“AI”) and Machine Learning (“ML”) series of patent claims.

the acquisition of Xcite Interactive in June 2021, we acquired a number of key pieces of technology and relationships that have supported

the growth and development of the Company’s engagement and rewards platform, including a live events fan engagement business that

has partnered with professional sports franchises in the National Football League (“NFL”), the National Basketball Association

(“NBA”), the National Hockey League (“NHL”) and others to increase audience engagement using interactive gaming

functions like trivia, polling, and casual games that can be played alongside live experiences whether a player is at-home, in a restaurant,

or in-venue at the event itself.

The Company’s largest customers in 2024 included the Texas Rangers and the San Jose Sharks.

the year ended December 31, 2025, the Company’s largest customer was ASPIS, a significant shareholder and we continue to do business

with the Texas Rangers.

We offer a suite of products centered on “Winfinite” and

FFC platforms.

FFC is an Augmented Reality filtering tool that can be used for mobile and in-venue applications.

In addition, we have

a stand-alone gaming and prizing product that we call “Winfinite,” which allows brands, media companies, and advertising agencies

to reach out to customers directly on their mobile devices.

We license these software products to teams, ad agencies, and other content

2025, the Company made progress in establishing operations and partnerships in Brazil, a new target market expected to begin generating

revenue in the near term.

Brazil represents one of the largest sports and live events markets globally, with a highly engaged consumer

The Company has engaged in discussions with major soccer franchises, professional leagues, festival promoters, and rights holders

across multiple event categories.

The Company has also implemented cybersecurity solutions provided by Aspis Cyber Technologies, Inc.,

to strengthen the security of its websites and technology infrastructure.

In addition, the Company has initiated an ongoing project to

develop new intellectual property aimed at enhancing and modernizing its technology portfolio.

These initiatives are intended to strengthen

the Company’s competitive position over time.

Management continues to focus on expanding customer relationships, enhancing its

technology offerings, and pursuing new opportunities in key markets such as Brazil.

The Company believes these initiatives, together

with ongoing cost discipline and strategic partnerships, may support improved financial performance in future periods.

Products and Services

April 30, 2025, pursuant to the Technology License and Software Development Agreement (the “License Agreement”) with ASPIS

Cyber Technologies, Inc.

(“ASPIS”), the Company delivered a functional license for its gamification, engagement, and QR code

Under the License Agreement, the Initial Term is non-cancellable for twelve (12) months commencing April 30, 2025, with monthly

license fees of $165,000 payable regardless of use.

ASPIS will pay for any required technology modifications, improvements, and developments

to Versus’ technology in addition to the license fee.

The Company retains ownership of the technology, and ASPIS holds an exclusive

license to use it in the cybersecurity industry so long as ASPIS continues to pay the monthly license fee.

addition, we offer the following products and services to our potential partners and customers:

mobile and in-venue fan engagement products are used at a variety of live-event and other entertainment focused properties like stadiums

and arenas, but they can also be used at conferences, theme parks, and restaurants to increase audience and customer engagement.

Content partners, including professional sports teams, can use FFC in conjunction with their existing video screens, “jumbotrons”,

“halo boards”, “main boards”, as well as other branded experiences to reach potential customers with games

and interactive experiences that enhance the live event.

is an interactive advertising tool that increases awareness, affinity, data, and incremental sales.

It allows content creators, marketers,

agencies, and other advertisers to increase customer acquisition and loyalty through a combination of games and rewards.

is compatible with a number of digital platforms and can be integrated into customers’ existing advertising campaigns.

Winfinite Games.

Winfinite Games is our suite of customizable, lightweight web-based casual games.

These games can be mounted and customized in any web experience to enhance brand engagement and affinity.

Our suite provides gaming experiences ranging from sports (basketball, football, American football, hockey) to match-3, to downhill racers, card games, midway games, and trivia.

and Development

research and development team, including in-house and as-needed contract resources, consists of technical engineering, product management,

and user experience, and is responsible for the design, architecture, creation, and quality of our platform.

We have invested substantial

resources in research and development to enhance our platform features and functionalities and expand the services we offer.

the timely development of new, and the enhancement of our existing, services and platform features would enhance our competitive position.

We utilize an agile development process to deliver software releases, fixes and updates.

media, live-events, in-venue advertising, and rewarded advertising are all highly competitive businesses, characterized by increasing

product introductions and rapidly emerging new platforms and technologies.

With respect to competing for customers for our platform,

we will compete primarily on the basis of functionality, quality, brand and customer reviews.

We will compete for platform placement

based on these factors, as well as our relationship with the content owner, historical performance, perception of sales potential and

relationships with owners and licensors of brands, properties and other content.

believe that our small size will provide us some amount of a competitive edge in the near term as we are able to make quick decisions

to take advantage of customer preferences and emerging technologies like AI.

respect to our prizing and rewards platform, we compete with a continually increasing number of companies, including industry leaders

such as TapJoy, Honey, Rakuten, and Otello who make their money largely on the free-to-play or free-to-use distribution of coupons and

Beyond these direct competitors, we face a certain amount of competition from pay-to-play “rewards” companies like

Skillz, FanDuel, or DraftKings that also use games and monetary rewards to drive user growth – although in their case, they derive

the majority of their revenues directly from users rather than brands and sponsors.

also face increased competition from large media and technology companies with significant online presences, such as Apple, Alphabet/Google,

Amazon, Meta, Microsoft, Netflix Shopify, or Yahoo, as those companies move to expand their interactive offerings.

This competition could

increase if these larger industry players begin to add prizing or rewards into their offerings.

are also aware of the increasing role of Artificial Intelligence (AI) in the personalized content space, including personalized advertising.

We have been researching the space for a number of years and have been filing patents with the United States Patent and Trademark Office

(USPTO) to protect our uses of AI and Machine Learning (ML) in trying to optimize both the player and partner experience, but we are

aware that the AI space is filled with larger, and better-funded teams, including those from Microsoft, Google, and others.

addition, given the open nature of the development and distribution for smartphones and tablets, we also compete or will compete with

a vast number of small companies and individuals in all of our segments who are able to create and launch software programs and platforms

for these devices using relatively limited resources and with relatively limited start-up time or expertise.

of our competitors and our potential competitors have one or more advantages over us, including:

significantly greater financial

and personnel resources;

stronger brand and consumer

longer and larger customer

histories, including much more consented first-party data;

larger datasets from which

to derive customer behavior patterns and AI training data;

the capacity to leverage

their marketing expenditures across a broader portfolio of mobile and non-mobile products;

more substantial intellectual

property of their own;

lower labor and development

costs and better overall economies of scale;

broader distribution and

are involved in a variety of areas that are subject to governmental oversight.

While we have developed a flexible platform designed to

adjust to a changing legal and regulatory landscape, there are a number of areas where federal, state and international law could force

us to make significant adjustments to our strategies and deployment efforts.

As such, as with many companies in both the software and

advertising spaces, there are risks associated with the potential impacts of government regulation.

a company that facilitates the distribution of real-world prizes for in-game and online activities, we are, in some cases and for some

campaigns, subject to laws that surround sweepstakes, contests, and games of skill.

While we use best efforts to ensure that all contests

are compliant with federal, state, and local laws pertaining to the game type, contest type, prize type, and the eligibility of individual

players, among other concerns, we are subject to those regulations and those regulations may change.

We have filed patents, and have

been granted certain patent claims, protecting our ability to use player characteristics like player location, player age, and contest

type to adjust eligibility in specific contests with the intent of providing dynamic regulatory compliance.

We also have also designed

the platform to make it possible to expeditiously cease providing prizes in certain jurisdictions, or cease offering certain types of

contests, such as sweepstakes or other contest types, if that becomes necessary.

If necessary, we can make these changes without interruption

to our campaigns and contests in other jurisdictions.

of our campaigns and contests may be subject to laws and regulations applicable to companies engaged in skill-based contests.

As we partner

with our brand and content partners to offer prizes that players may earn as a result of their in-game activities, we may be subject

in some cases to the federal Deceptive Mail Prevention and Enforcement Act as well as certain state prize, gift, or sweepstakes statutes

that may apply to certain experiences that we or our customers and partners may run from time to time.

Our system does allow us to adjust

We may also choose not to offer certain campaigns, contests or prizes in certain

areas because of these regulations.

addition, certain states prohibit, restrict, or regulate contests in several ways, particularly with respect to payment of entry fees,

and the size, value, and/or source of prizes to participants in such contests.

Certain other states require companies to register and/or

insure certain types of contests.

While we do not typically require entry fees or consideration of any type from our players, and thus

based on legal research conducted, are not subject to these regulations in most cases, we do remain conscious of these regulations.

may choose to not offer certain prizes or certain contests in certain areas due to these regulations.

We can do so without interruption

to other services and other jurisdictions.

While at this time, our operations are not subject to certain regulations, for example the

pay-to-play regulations, given that our platform is free-to-play, we are conscious that because the nature of our services is relatively

new and is rapidly evolving, we may not be able to accurately predict which regulations will be applied to our business.

at some point become subject to new or amended regulations.

our online in-game prizing and rewards platform, which may be integrated into games whose player bases include individuals ranging from

elementary school age children to adults, is subject to laws and regulations relating to privacy and child protection.

Through our applications

and online platform, we, and the content creators, owners and platform owners that incorporate our proprietary platform into their media

or hardware, may monitor and collect certain information about child users of these games and forums.

A variety of laws and regulations

have been adopted in recent years aimed at protecting children using the internet, such as the Federal Children’s Online Privacy

Protection Rule (COPPA).

COPPA sets forth, among other things, a number of restrictions related to what information may be collected

with respect to children under the age of 13, as well as the kinds of content that website operators may present to children under such

There are also a variety of laws and regulations governing individual privacy and the protection and use of information collected

from individuals, particularly in relation to an individual’s personally identifiable information (e.g., credit card numbers).

We currently employ multiple measures to ensure that we are COPPA-compliant.

We screen for age at registration, we address the issue

in our terms of service, and we employ a kick-out procedure during member registration whereby anyone identifying themselves as being

under the age of 13 during the process may not register for a player account on our website or participate in any of our online experiences

or tournaments without linking their account to that of a parent or guardian.

regulation would have a material adverse effect on our business and operations.

In the area of information security and data protection,

many states have passed laws requiring notification to users when there is a security breach for personal data, such as the 2002 amendment

to California’s Information Practices Act, or requiring the adoption of minimum information security standards that are often vaguely

defined and difficult to implement.

And while we believe that we are currently in compliance with these and other data protection regulations,

including the privacy regulations set out below, the costs of compliance with these laws may increase in the future as a result of changes

in interpretation.

Furthermore, any failure on our part to comply with these laws may subject us to significant liabilities.

We are also subject to federal,

state and foreign laws regarding privacy and protection of our users’ personal information and related data, including the California

Consumer Privacy Act (CCPA), which took effect in January 2020, providing California residents increased privacy rights and protections,

including the ability to opt out of sales of their personal information;

and we are subject to the European Union’s (EU) General

Data Protection Regulation (GDPR) which took effect in May 2018 and established requirements applicable to the handling of personal information

of EU residents.

are also subject to federal, state and foreign laws regarding privacy and protection of our users’ personal information and related

data, including the California Consumer Privacy Act (CCPA), which took effect in January 2020, providing California residents increased

privacy rights and protections, including the ability to opt out of sales of their personal information;

and we are subject to the European

Union’s (EU) General Data Protection Regulation (GDPR) which took effect in May 2018 and established requirements applicable to

the handling of personal information of EU residents.

The CCPA may increase our compliance costs and exposure to liability.

states are considering adopting similar

We post our Terms of Service

and Privacy Policy on our website where we set forth our practices concerning the use, transmission and disclosure of player data.

also require players to agree to these terms when they register for our service.

Our failure to comply with our posted privacy policy

or privacy related laws and regulations could result in proceedings against us by governmental authorities or others, which could damage

our reputation and business.

In addition, the interpretation of data protection laws, and their application to the Internet is evolving

and not settled.

There is a risk that these laws may be interpreted and applied in an inconsistent manner by various states, countries

and areas of the world where our users are located, and in a manner that is not consistent with our current data protection practices.

Complying with these varying national and international requirements could cause us to incur additional costs and change our business

Further, any failure by us to adequately protect our users’ privacy and data could result in a loss of player confidence

in our services and ultimately in a loss of players, which could adversely impact our business.

Based on legal research conducted,

we believe we are currently in compliance with all applicable state and federal laws and regulations related to our business.

states are considering adopting similar laws.

post our Terms of Service and Privacy Policy on our website where we set forth our practices concerning the use, transmission and disclosure

of player data.

We also require players to agree to these terms when they register for our service.

Our failure to comply with our posted

privacy policy or privacy related laws and regulations could result in proceedings against us by governmental authorities or others,

which could damage our reputation and business.

In addition, the interpretation of data protection laws, and their application to the

Internet is evolving and not settled.

There is a risk that these laws may be interpreted and applied in an inconsistent manner by various

states, countries and areas of the world where our users are located, and in a manner that is not consistent with our current data protection

Complying with these varying national and international requirements could cause us to incur additional costs and change our

business practices.

Further, any failure by us to adequately protect our users’ privacy and data could result in a loss of player

confidence in our services and ultimately in a loss of players, which could adversely impact our business.

believe we are currently in compliance with all applicable state and federal laws and regulations related to our business.

We continually

3 unchanged sentences

such as those made possible by our platform.

Patents and Licenses

Our success and ability to

compete depend substantially upon our core technology and intellectual property rights.

We generally rely on patent, trademark and copyright

laws, trade secret protection and confidentiality agreements to protect our intellectual property rights.

In addition, we generally require

employees and consultants to execute appropriate nondisclosure and proprietary rights agreements.

These agreements acknowledge our exclusive

ownership of intellectual property developed for us and require that all proprietary information remain confidential.

We maintain a program designed

to identify technology that is appropriate for patent and trade secret protection, and we file patent applications in the United States

and, when appropriate, certain other countries for inventions that we consider significant.

Our patent claims, extending and expanding

on claims filed in the United States in 2014 and internationally through the patent co-operation treaty in 2015, describe a system that

seeks to match competitive game players and spectators with prizing from their favorite brands through a unique conditional prize matching

As of December 31, 2024, we had numerous pending patent claims

with the U.S.

Patent and Trademark Office to expand upon our existing portfolio of prizing, promotion and financial technologies

that enable brands to reach the rapidly growing competitive gaming audience of players, spectators and broadcasters.

As of December 31,

2024, we had been granted seven patents.

We also continue to engage

in licensing transactions to secure the right to use third parties’ patents.

Although our business is not materially dependent upon

any one patent, our patent rights and the products made and sold under our patents, taken as a whole, are a significant element of our

In addition to patents, we

also possess other intellectual property, including trademarks, know-how, trade secrets, design rights and copyrights.

We control access

to and use of our software, technology and other proprietary information through internal and external controls, including contractual

protections with employees, contractors, customers and partners.

success and ability to compete depend substantially upon our core technology and intellectual property rights.

We generally rely on patent,

trademark and copyright laws, trade secret protection and confidentiality agreements to protect our intellectual property rights.

addition, we generally require employees and consultants to execute appropriate nondisclosure and proprietary rights agreements.

agreements acknowledge our exclusive ownership of intellectual property developed for us and require that all proprietary information

remain confidential.

maintain a program designed to identify technology that is appropriate for patent and trade secret protection, and we file patent applications

in the United States and, when appropriate, certain other countries for inventions that we consider significant.

Our patent claims, extending

and expanding on claims filed in the United States in 2014 and internationally through the patent co-operation treaty in 2015, describe

a system that seeks to match competitive game players and spectators with prizing from their favorite brands through a unique conditional

prize matching system.

of December 31, 2025, we had pending patent claims with the U.S.

Patent and Trademark Office to expand upon our existing portfolio

of prizing, promotion and financial technologies that enable brands to reach the rapidly growing competitive gaming audience of players,

spectators and broadcasters.

As of December 31, 2025, we had been granted seven patents.

also continue to engage in licensing transactions to secure the right to use third parties’ patents.

Although our business is not

materially dependent upon any one patent, our patent rights and the products made and sold under our patents, taken as a whole, are a

significant element of our business.

addition to patents, we also possess other intellectual property, including trademarks, know-how, trade secrets, design rights and copyrights.

We control access to and use of our software, technology and other proprietary information through internal and external controls, including

contractual protections with employees, contractors, customers and partners.

Our software is protected by U.S.

and international copyright, patent

and trade secret laws.

Despite our efforts to protect our software, technology and other proprietary information, unauthorized parties

may still copy or otherwise obtain and use our software, technology and other proprietary information.

In addition, we have expanded our

international operations, and effective patent, copyright, trademark and trade secret protection may not be available or may be limited

and international copyright,

patent and trade secret laws.

Despite our efforts to protect our software, technology and other proprietary information, unauthorized

parties may still copy or otherwise obtain and use our software, technology and other proprietary information.

In addition, we have expanded

our international operations, and effective patent, copyright, trademark and trade secret protection may not be available or may be limited

in foreign countries.

Companies in the industry in

which we operate frequently are sued or receive informal claims of patent infringement or infringement of other intellectual property

We may receive such claims from companies, including from competitors and customers, some of which have substantially more resources

and have been developing relevant technology similar to ours.

If we become more successful, we believe that competitors will be more likely

to try to develop products that are similar to ours and that may infringe on our proprietary rights.

It may also be more likely that competitors

or other third parties will claim that our products infringe their proprietary rights.

Successful claims of infringement by a third party,

if any, could result in significant penalties or injunctions that could prevent us from selling some of our products in certain markets,

result in settlements or judgments that require payment of significant royalties or damages or require us to expend time and money to

develop non-infringing products.

We cannot assure you that we do not currently infringe, or that we will not in the future infringe, upon

any third-party patents or other proprietary rights, but will not and have never done so intentionally.

Corporate History and Structure

Versus Systems Inc., a corporation

formed under the laws of British Columbia, was formed by way of an amalgamation under the name McAdam Resources, Inc.

in the Province

of Ontario on December 1, 1988 and subsequently extra-provincially registered in British Columbia on February 2, 1989.

our name to Boulder Mining Corporation on May 9, 1995 in Ontario and on September 25, 1996 in British Columbia.

into British Columbia on January 2, 2007 and concurrently changed our name to Opal Energy Corp.

We changed our name to Versus Systems

on June 30, 2016, and concurrently ceased or divested our mining related business and began operating our current software platform

In June 2021, we completed

the acquisition of multimedia, production, and interactive gaming company Xcite Interactive, a provider of online audience engagement

through its owned and operated XEO technology platform.

We now provide products and services to multiple professional sports organizations

across Major League Baseball, the NHL, and the NBA to drive audience engagement.

In September 2024 the Company

closed down its operations within the United Kingdom, Versus Systems UK, Ltd.

On December 24, 2024 a special

resolution authorizing and approving the continuance of the Company from the Province of British Columbia in accordance with the Business

Corporations Act (British Columbia) into the State of Delaware in accordance with the Delaware General Corporation Law.

We operate through our majority-owned

subsidiary, Versus LLC, a Nevada limited liability company that was organized on August 21, 2013, and through our wholly owned subsidiary,

Xcite Interactive Inc, a Delaware corporation that was reorganized as such on April 1, 2019.

We are in the process of considering

several strategic alternatives for our company to expand our business portfolio focused on maximizing shareholder value, including,

but not limited to, an acquisition, merger, reverse merger, sale of assets, strategic partnership, capital raise or other transaction.

We are hopeful that our change in jurisdiction from British Columbia to Delaware, which we expect to effect in the second quarter of

2024, will more appropriately reflect our shift in strategy and will (i) improve our access to capital markets, increase funding

and strategic flexibility and reduce the cost of capital, (ii) improve our ability to execute an acquisitive growth strategy using

our capital stock as consideration, and (iii) better focus management efforts on each U.S.

and international operation and

better attract and retain key employees.

Our common shares are presently

quoted on the Nasdaq Capital Market under the symbol “VS”.

In April 2024, the bid price of our common shares closed below

the Nasdaq minimum $1.00 per share requirement and on August 22, 2024 we received notifications of noncompliance from Nasdaq.

In accordance

with Nasdaq Listing Rule 5810(c)(3)(A), we were afforded until February 18, 2025 to regain compliance with the bid price requirement,

which required that our common shares close at a price of at least $1.00 per share for a minimum of 10 consecutive trading days.

On December 23, 2024, Nasdaq notified us that we had regained compliance with the minimum bid price requirement.

Our principal executive

offices are located at 3500 South DuPont Hwy.

in the industry in which we operate frequently are sued or receive informal claims of patent infringement or infringement of other intellectual

property rights.

We may receive such claims from companies, including from competitors and customers, some of which have substantially

more resources and have been developing relevant technology similar to ours.

If we become more successful, we believe that competitors

will be more likely to try to develop products that are similar to ours and that may infringe on our proprietary rights.

be more likely that competitors or other third parties will claim that our products infringe their proprietary rights.

Successful claims

of infringement by a third party, if any, could result in significant penalties or injunctions that could prevent us from selling some

of our products in certain markets, result in settlements or judgments that require payment of significant royalties or damages or require

us to expend time and money to develop non-infringing products.

We cannot assure you that we do not currently infringe, or that we will

not in the future infringe, upon any third-party patents or other proprietary rights, but will not and have never done so intentionally.

History and Structure

Systems Inc., a corporation formed under the laws of British Columbia, was formed by way of an amalgamation under the name McAdam Resources,

in the Province of Ontario on December 1, 1988 and changed our name to Versus Systems Inc.

on June 30, 2016.

We redomiciled

our jurisdiction from British Columbia to Delaware on December 18, 2024.

June 2021, we completed the acquisition of multimedia, production, and interactive gaming company Xcite Interactive, a provider

of online audience engagement through its owned and operated XEO technology platform.

We now provide products and services to multiple

professional sports organizations across Major League Baseball, the NHL, and the NBA to drive audience engagement.

September 2024 the Company closed down its operations within the United Kingdom, Versus Systems UK, Ltd.

December 24, 2024 a special resolution authorizing and approving the continuance of the Company from the Province of British Columbia

in accordance with the Business Corporations Act (British Columbia) into the State of Delaware in accordance with the Delaware General

Corporation Law.

operate through our majority-owned subsidiary, Versus LLC, a Nevada limited liability company that was organized on August 21, 2013,

and through our wholly owned subsidiary, Xcite Interactive Inc, a Delaware corporation that was reorganized as such on April 1,

are in the process of considering several strategic alternatives for our company to expand our business portfolio focused on maximizing

shareholder value, including, but not limited to, an acquisition, merger, reverse merger, sale of assets, strategic partnership, capital

raise or other transaction.

We are hopeful that our change in jurisdiction from British Columbia to Delaware, will more appropriately

reflect our shift in strategy and will (i) improve our access to capital markets, increase funding and strategic flexibility and

reduce the cost of capital, (ii) improve our ability to execute an acquisitive growth strategy using our capital stock as consideration,

and (iii) better focus management efforts on each U.S.

and international operation and better attract and retain key employees.

common shares are presently quoted on the Nasdaq Capital Market under the symbol “VS”.

Our principal executive offices are located at 3500 South DuPont Hwy.

Dover, DE 19901, and our telephone number is (424) 226-8588.

We are a distributed

organization and do not maintain business offices in the United States, which is the country where all our employees reside.

website address is www.versussystems.com .

The information on or accessed through our website is not incorporated in this

annual report.

The SEC maintains an Internet site ( www.sec.gov ) that contains reports, proxy and information statements, and

other information regarding issues that file electronically with the SEC.

The following chart reflects

our organizational structure (including the jurisdiction of formation or incorporation of the various entities):

Name of Subsidiary

We are a distributed organization and do not maintain business offices

in the United States, which is the country where all our employees reside.

Our website address is www.versussystems.com .

The information

on or accessed through our website is not incorporated in this annual report.

The SEC maintains an Internet site ( www.sec.gov )

that contains reports, proxy and information statements, and other information regarding issues that file electronically with the SEC.

following chart reflects our organizational structure (including the jurisdiction of formation or incorporation of the various entities):

of Subsidiary

Incorporation

Proportion of

Versus Systems (Holdco), Inc.

Systems (Holdco), Inc.

United States

Xcite Interactive, Inc.

Xcite Interactive,

United States

The following table summarizes our staff by main

category of activity at December 31, 2024 and 2023:

Main Activity

Sales, marketing, and business development

following table summarizes our staff by main category of activity at December 31, 2025 and 2024:

Sales, marketing,

and business development

Accounts and operations

Engineering, product, and design

General and administrative

All of our employees are located

in the United States and are predominantly full-time employees.

We have never had a work stoppage, and none of our employees is represented

by a labor organization or under any collective bargaining arrangements.

We consider our employee relations to be good.

All employees

are subject to contractual agreements that specify requirements on confidentiality and restrictions on working for competitors, as well

as other standard matters.

Engineering, product, and

and administrative

of our employees are located in the United States and are predominantly full-time employees.

We have never had a work stoppage, and none

of our employees is represented by a labor organization or under any collective bargaining arrangements.

We consider our employee relations

All employees are subject to contractual agreements that specify requirements on confidentiality and restrictions on working

for competitors, as well as other standard matters.

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-K

Item 1. Business