Versus Systems Inc. 10-Q

Item 1. Financial Statements Versus Systems Inc. Condensed Consolidated Balance Sheets March 31, December 31, 2026 2025 ($) ($) ASSETS (Unaudited) Current assets Cash and cash equivalents $ 422,903 $ 527,388 Accounts receivable 193,300 836,000 Prepaid expenses 106,750 88,674 Total current assets 722,953 1,452,062 Intangible asset 936,000 609,000 Total assets $ 1,658,953 $ 2,061,062 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities $ 459,340 $ 142,759 Total current liabilities 459,340 142,759 Non-current liabilities Total liabilities 459,340 142,759 Stockholders’ equity Share capital Preferred stock, no par value. 100,000,000 authorized shares; no shares issued or outstanding, respectively - - Common stock and additional paid in capital, no par value. 200,000,000 authorized shares; 4,901,677 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 151,038,922 151,017,446 Accumulated other comprehensive income 520,524 441,995 Deficit ( 141,951,719 ) ( 141,268,519 ) Total Versus Systems, Inc. stockholders’ equity 9,607,727 10,190,922 Non-controlling interest ( 8,408,114 ) ( 8,272,619 ) Total stockholders’ equity 1,199,613 1,918,303 Total liabilities, non-controlling interest and stockholders’ equity $ 1,658,953 $ 2,061,062 The accompanying notes are an integral part of these condensed consolidated financial statements. 1 Versus Systems Inc. Condensed Consolidated Statements of Operations and Comprehensive Loss Three Months Ended Three Months Ended March 31, 2026 March 31, 2025 ($) ($) REVENUES (Unaudited) (Unaudited) Revenues 17,300 199,347 Cost of revenues - 8,223 Gross margin 17,300 191,124 EXPENSES Research and development - 6,149 Selling, general and administrative 835,995 1,357,736 Total operating expenses 835,995 1,363,885 Operating loss ( 818,695 ) ( 1,172,761 ) Other income, net - 16,284 Loss before provision ( 818,695 ) ( 1,156,477 ) Provision for income taxes - - Net loss ( 818,695 ) ( 1,156,477 ) Less: Net loss attributable to non-controlling interest 135,495 194,731 Net loss attributable to Versus Systems, Inc. Shareholders ( 683,200 ) ( 961,746 ) Per Share Data: Basic and diluted earnings per share to shareholders ( 0.14 ) ( 0.20 ) Weighted average shares - basic and diluted 4,901,677 4,901,677 Comprehensive income (loss) Net loss ( 818,695 ) ( 1,156,477 ) Other comprehensive income (loss), net of tax Change in foreign currency translation, net of tax 78,529 ( 7,750 ) Total comprehensive loss ( 740,166 ) ( 1,164,227 ) Less: comprehensive loss attributable to non-controlling interest 135,495 194,731 Comprehensive loss attributable to shareholders $ ( 604,671 ) $ ( 969,496 ) The accompanying notes are an integral part of these condensed consolidated financial statements. 2 Versus Systems Inc. Condensed Consolidated Statements of Changes in Equity (Unaudited) Number of Common Shares Number of Class “A” Shares Common Shares Class “A” Shares Additional paid in Capital Currency translation adjustment Accumulated deficit Stockholders’ equity Non-controlling Interest Total stockholders’ equity ($) ($) ($) ($) ($) ($) ($) ($) Balance at December 31, 2024 4,901,677 - 134,075,745 - 16,511,273 318,659 ( 139,476,353 ) 11,429,324 ( 7,920,052 ) 3,509,272 Cumulative translation adjustment - - - - - 7,750 - 7,750 - 7,750 Stock-based compensation - - - - 366,000 - - 366,000 - 366,000 Net loss - - - - - - ( 961,746 ) ( 961,746 ) ( 194,731 ) ( 1,156,477 ) Balance at March 31, 2025 4,901,677 - 134,075,745 - 16,877,273 326,409 ( 140,438,099 ) 10,841,328 ( 8,114,783 ) 2,726,545 Balance at December 31, 2025 4,901,677 - 134,075,745 - 16,941,701 441,995 ( 141,268,519 ) 10,190,922 ( 8,272,619 ) 1,918,303 Cumulative translation adjustment - - - - - 78,529 - 78,529 - 78,529 Stock-based compensation - - - - 21,476 - - 21,476 - 21,476 Net loss - - - - - - ( 683,200 ) ( 683,200 ) ( 135,495 ) ( 818,695 ) Balance at March 31, 2026 4,901,677 - 134,075,745 - 16,963,177 520,524 ( 141,951,719 ) 9,607,727 ( 8,408,114 ) 1,199,613 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Versus Systems Inc. Condensed Consolidated Statements of Cash Flows Three Months Ended Three Months Ended March 31, 2026 March 31, 2025 ($) ($) Cash flows from operating activities (Unaudited) (Unaudited) OPERATING ACTIVITIES Net Loss ( 818,695 ) ( 1,156,477 ) Adjustments to reconcile net loss to net cash: Stock-based compensation 21,476 366,000 Changes in operating assets and liabilities: Receivables 642,700 - Prepaids ( 18,076 ) 173,258 Deferred revenue - Accounts payable and accrued liabilities 316,581 ( 24,226 ) Cash provided by (used in) operating activities 143,986 ( 641,445 ) INVESTING ACTIVITIES Development of intangible assets ( 327,000 ) - Cash flows used in investing activities ( 327,000 ) - Effect of foreign exchange 78,529 7,750 Change in cash and cash equivalents during the period ( 104,485 ) ( 633,695 ) Cash and cash equivalents - Beginning of period 527,388 3,065,914 Cash and cash equivalents - End of period 422,903 2,432,219 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 VERSUS SYSTEMS INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. NATURE OF OPERATIONS AND LIQUIDITY Versus Systems Inc. (the Company) was continued under the Business Corporations Act (British Columbia) effective January 2, 2007. On December 24, 2024, a special resolution was approved 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. The Company’s headquarters is located at 3500 South DuPont Highway Dover, DE 19901. The Company’s common stock is traded on the NASDAQ under the symbol “VS”. The Company is engaged in the technology sector and has developed a proprietary prizing and promotions tool allowing game developers and creators of streaming media, live events, broadcast TV, games, apps, and other content to offer real-world prizes inside their content. The ability to win prizes drives increased levels of consumer engagement creating an attractive platform for advertisers. In June 2021, the Company completed its acquisition of multimedia, production, and interactive gaming company Xcite Interactive, a provider of online audience engagement through its owned and operated XEO technology platform. The Company partners with professional sports franchises across Major League Baseball (“MLB”), National Hockey League (“NHL”), National Basketball Association (“NBA”) and the National Football League (“NFL”) to drive audience engagement. In September 2024 the Company closed down its operations within the United Kingdom, Versus Systems UK, Ltd. In October 2024, the Company entered into a $ 2,500,000 funding agreement with ASPIS Cyber Technologies (“ASPIS”). Pursuant to that agreement, the Company issued to ASPIS a senior convertible promissory note in the principal amount of $ 2,500,000 (the “Senior Note”). The Senior 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, ASPIS converted the outstanding Senior Note into 2,155,172 shares of common stock and 1,077,586 common stock warrants at an exercise price of $ 4.00 per share. The warrants were deemed to be equity classified, therefore the book value of the Senior Note was converted to equity and recorded within additional paid in capital on the consolidated balance sheet. Additionally, the Company entered into a Technology License and Software Development Agreement (the “License Agreement”) in October 2024 which provides for the Company to license its gamification, engagement and QR code technology to ASPIS for use in ASPIS’s website business and for development of additional functionality for Versus’ technology. Pursuant to the License Agreement, as amended by a side letter executed on August 11, 2025 and supported by a legal opinion and confirmation, 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. The Company and ASPIS are currently engaged in discussions on the terms of a potential renewal or extension of the agreement following the expiration of the Initial Term. Going Concern These condensed consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As of March 31, 2026, the Company 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. The Company’s continuation as a going concern is dependent upon its ability to attain profitable operations and generate funds therefrom and/or raise equity capital or borrowings sufficient to meet current and future obligations. These consolidated financial statements do not include any adjustments as to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material. 5 VERSUS SYSTEMS INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. NATURE OF OPERATIONS AND LIQUIDITY (continued) Management’s plans include attempting to secure additional required funding through equity or debt financing, if available, seeking to enter into a partnership or other strategic agreement regarding, or sales or out-licensing of, its technology. There can be no assurance that we will be able to obtain required funding in the future. In the absence of additional financing, the Company’s available cash resources would be reduced in the near term, which could require the Company to scale back or temporarily defer certain operating or development activities. Such actions could have a material effect on the Company’s business and relationships with partners. If adequate funding is not secured, the Company may need to explore strategic alternatives, which could include restructuring or other actions that may adversely impact stockholder value. The Company has implemented cost-optimization initiatives, including workforce realignment and prioritization of development programs to align expenditures with near-term strategic objectives. Management believes that continued focus on strategic partnerships, product licensing, and disciplined cost management may provide the Company with opportunities to improve liquidity and position the business for longer-term growth. However, there can be no assurance that such initiatives will be sufficient to mitigate the conditions raising substantial doubt about the Company’s ability to continue as a going concern. 2. BASIS OF PRESENTATION Basis of presentation These condensed interim consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and the requirements of the Securities Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026. In the opinion of our management, the information in these condensed consolidated financial statements reflects all adjustments, all of which are of a normal and recurring nature necessary for a fair statement of the financial position and results of operations for the reported interim periods. We consider events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. The results of operations for interim periods are not necessarily indicative of results to be expected for the full year or any other interim period. Functional and presentation currency These consolidated financial statements are presented in United States dollars, unless otherwise noted, which is the functional currency of the Company and its subsidiaries. The functional currency of our operating subsidiaries is generally the currency of the economic environment in which the subsidiary primarily does business. Our foreign subsidiaries’ financial statements are translated into U.S. dollars using the foreign exchange rates applicable to the dates of the financial statements. Assets and liabilities are translated using the end-of-period spot foreign exchange rates. Income, expenses, and cash flows are translated at the average foreign exchange rates for each period. Equity accounts are translated at historical foreign exchange rates. The effects of these translation adjustments are reported as a component of accumulated other comprehensive income (loss) (“AOCI”) in the consolidated statements of shareholders’ equity. Basis of consolidation These condensed interim consolidated financial statements include the accounts of Versus Systems Inc. and its subsidiaries, from the date control was acquired. Control exists when the Company possesses power over an investee, has exposure to variable returns from the investee and has the ability to use its power over the investee to affect its returns. All inter-company balances and transactions, and any unrealized income and expenses arising from inter-company transactions, are eliminated on consolidation. 6 VERSUS SYSTEMS INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 2. BASIS OF PRESENTATION (continued) Use of estimates The preparation of these condensed interim consolidated statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements. Estimates and assumptions are continually evaluated and are based on historical experience and management’s assessment of current events and other facts and circumstances that are considered to be relevant. Actual results could differ from these estimates. Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made. These estimates and assumptions include valuing equity securities in share-based payments and warrants; and the impairment of intangible assets. 3. SIGNIFICANT ACCOUNTING POLICIES Basic and diluted loss per share Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the reporting periods. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share, except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. The following shares have been excluded from earnings per share as their inclusion would be anti-dilutive, which include options as of March 31, 2026 of 320,557 (March 31, 2025 – 401,633 ) and warrants of 1,726,701 (March 31, 2025 – 1,733,741 ). Share-based compensation The Company grants stock options to acquire common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee. The fair value of stock options is measured on the date of grant, using the Black-Scholes option pricing model, and is recognized over the vesting period. Consideration paid for the shares on the exercise of stock options is credited to capital stock. In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the Company as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received. Non-controlling interest Non-controlling interest in the Company’s less than wholly owned subsidiaries are classified as a separate component of equity. On initial recognition, non-controlling interest is measured at the fair value of the non-controlling entity’s contribution into the related subsidiary. Subsequent to the original transaction date, adjustments are made to the carrying amount of non-controlling interest for the non-controlling interest’s share of changes to the subsidiary’s equity. 7 VERSUS SYSTEMS INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 3. SIGNIFICANT ACCOUNTING POLICIES (continued) Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are recorded as equity transactions. The carrying amount of non-controlling interest is adjusted to reflect the change in the non-controlling interest’s relative interest in the subsidiary, and the difference between the adjustment to the carrying amount of non-controlling interests and the Company’s share of proceeds received and/or consideration paid is recognized directly in equity and attributed to owners of the Company. Revenue recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Accounting Standards Codification ASC 606, Revenue from Contracts with Customers (“ASC 606”), the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only recognizes revenue from contracts when it is probable that the entity will collect substantially all the consideration it is entitled to in exchange for the goods or services it transfers to the customer. The Company earns revenue in two primary ways: 1) the sales of software-as-a-service (SaaS) from its interactive production software platform or 2) development and maintenance of custom-built software or other professional services. The Company recognizes SaaS revenues from its interactive production sales over the life of the contract as its performance obligations are satisfied. Payment terms vary by contract and can be periodic or one-time payments. The Company determines that the customer receives and consumes the benefits of the service simultaneously as the service is provided. The transaction price is allocated to the contractual performance obligations and recognized ratably over the contract term. The Company recognizes revenues received from the development and maintenance of custom-built software and other professional services provided upon the satisfaction of its performance obligation in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. Performance obligations can be satisfied either at a single point in time or over time. For those performance obligations that are satisfied at a single point in time, the revenue is recognized at that time. For each performance obligation satisfied over time, the Company recognizes revenue by measuring the progress toward complete satisfaction of that performance obligation. The Company generally measures progress comparing hours incurred to total estimated hours. For revenues received from the sales of advertising, the Company is deemed the agent in its revenue agreements. The Company does not own or obtain control of the digital advertising inventory. The Company recognizes revenues upon the achievement of agreed-upon performance criteria for the advertising inventory, such as a number of views, or clicks. As the Company is acting as an agent in the transaction, the Company recognizes revenue from sales of advertising on a net basis, which excludes amounts payable to partners under the Company’s revenue sharing agreements. The Company’s contracts with customers may include promises to transfer multiple products and services. For these contracts, the Company accounts for individual performance obligations separately if they are capable of being distinct and distinct within the context of the contract. Determining whether products and services are considered distinct performance obligations may require significant judgment. Judgment is also required to determine the stand-alone selling price, for each distinct performance obligation. During the three months ended March 31, 2026, the Company recognized $ 17,300 of revenue attributed to its legacy Xcite business. During the three months ended March 31, 2025 the Company recognized $ 176,000 attributed to professional services. 8 VERSUS SYSTEMS INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 3. SIGNIFICANT ACCOUNTING POLICIES (continued) Revenue recognition License Revenue On 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 technology. ASPIS is an affiliate of Cronus Equity Capital Group, LLC (“CECG”), a significant shareholder of the Company. As of March 31, 2026, CECG beneficially owned approximately 20.20 % of the Company’s outstanding common shares, and ASPIS beneficially owned approximately 43.97 % of the Company’s outstanding common shares. Under the License Agreement, as amended by a side letter executed on August 11, 2025 and supported by a legal opinion and confirmation, 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. Since the license is a functional license and the performance obligation was satisfied upon delivery on April 30, 2025, the Company recognized the entire transaction price of $ 1,980,000 as revenue in the quarter ended June 30, 2025. Any required technology modifications, improvements, and developments are separately payable by ASPIS and are not included in the fixed monthly license fee. The remaining fixed consideration is billed monthly over the remaining term in accordance with the contract’s billing schedule and, because only the passage of time is required before payment is due, unpaid amounts are presented as receivables rather than contract assets. The Company invoices ASPIS with 30 day payment terms. The Company has elected the practical expedient under ASC 606-10-32-18 and does not adjust the consideration for the effects of a significant financing component if the Company expects that the period between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. No revenue was recognized attributed to the license agreement for the three months ended March 31, 2026 and 2025, respectively. The Company and ASPIS are currently engaged in discussions on the terms of a potential renewal or extension of the agreement following the expiration of the Initial Term. Recent accounting pronouncements not yet adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (“Subtopic 220-40”) . This ASU improves financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU will be effective for annual periods beginning after December 15, 2026, for interim reporting periods beginning after December 15, 2027, with early adoption is permitted. We are evaluating the potential impact of this guidance on our consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 was issued to modernize the accounting for software costs that are accounted for under Subtopic 350-40, Intangibles—Goodwill and Other—Internal-Use Software (referred to as “internal-use software”). ASU 2025-06 removes all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: 1. Management has authorized and committed to funding the software project. 2. It is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). ASU 2025-06 is effective for the Company January 1, 2028. The Company is currently evaluating the impact the adoption of the standard will have on the Company’s consolidated financial position and results of operations. Management does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material effect on the Company’s present or future consolidated financial statements. 9 VERSUS SYSTEMS INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 4. NON-CONTROLLING INTEREST IN VERSUS LLC The Company holds an 81.9 % ownership interest in Versus LLC, a privately held limited liability company organized under the laws of the state of Nevada. The Company consolidates Versus LLC as a result of having full control over the voting shares. Versus LLC is a technology company that is developing a business-to-business software platform that allows video game publishers and developers to offer prize-based matches of their games to their players. The net loss for Versus, LLC for the three-month periods ended March 31, 2026 and 2025 was $ 748,594 and $ 1,075,861 , respectively. The net loss attributable to the non-controlling interest for the three-month periods ended March 31, 2026 and 2025 was $ 135,495 and $ 194,731 , respectively The following table presents summarized financial information before intragroup eliminations for the non-wholly owned subsidiary as of March 31, 2026 and December 31, 2025, respectively. March 31, 2026 December 31, 2025 ($) ($) Assets Current 722,953 1,381,959 Non-current (1) 936,000 609,000 1,658,953 1,990,959 Liabilities Current 459,340 101,758 Non-current (2) 45,777,715 45,877,726 46,237,055 45,979,484 Net liabilities ( 44,578,102 ) ( 43,988,525 ) Non-controlling interest ( 8,408,114 ) ( 8,272,619 ) (1) The Company reclassed $ 609,000 into long-term for the year ended December 31, 2025 attributable to intangible assets. (2) Non-current liabilities primarily relate to intercompany balances within the consolidated group. 5. INTANGIBLE ASSETS Intangible assets consist of internally developed software costs related to the Company's hosted business-to-business software platform. The platform is used by the Company to provide services to customers and is not sold, transferred, or licensed to customers for their possession. The Company accounts for these costs as internal-use software under ASC 350-40. No amortization was recorded because the software had not been placed in service and was not ready for its intended use. The Company reviews all finite lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in its consolidated statements of operations. The Company did not record an impairment loss during the three months ended March 31, 2026 and 2025, respectively. 6. RELATED PARTY TRANSACTIONS On October 7, 2024, the Company entered into a Business Funding Agreement (the “Funding Agreement”) with ASPIS Cyber Technologies, Inc. (“ASPIS”), pursuant to which ASPIS agreed to make a $ 2,500,000 investment in the Company. ASPIS, the Company’s largest shareholder, is a cloud-based mobile endpoint cyber security technology company for anti-tapping and anti-hacking within the government, finance, gaming and social media sectors. ASPIS is an affiliate of Cronus Equity Capital Group, LLC (“CECG”). ASPIS holds approximately 43.97 % and CECG holds approximately 20.20 %, respectively, of the outstanding common shares of the Company based on the amount of Company common shares issued and outstanding as of March 31, 2026. See Note 7. In addition, for the three months ended March 31, 2026 and 2025 ASPIS represented approximately 0 % and 88 % of revenue and 91 % and 100 % of the accounts receivable as of March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025 the Company had a receivable balance owed from ASPIS of $ 176,000 and $ 836,000 , respectively. 10 VERSUS SYSTEMS INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 7. SHARE CAPITAL a) Authorized share capital The Company is authorized to issue three hundred million ( 300,000,000 ) shares, of which two hundred million ( 200,000,000 ) shares shall be Common Stock, and one hundred million ( 100,000,000 ) shares shall be Preferred Stock. b) Issued share capital During the three-month periods ended March 31, 2026 and 2025, the Company did not issue share capital. c) Stock options The Company may grant incentive stock options to its officers, directors, employees, and consultants. The Company has implemented a rolling Stock Option Plan (the “Plan”) whereby the Company can issue up to 15 % of the issued and outstanding common shares of the Company. Options have a maximum term of ten years and vesting is determined by the Board of Directors. A continuity schedule of outstanding stock options is as follows: Number Outstanding Weighted Average Exercise Price ($) Balance – December 31, 2025 401,557 2.57 Granted - - Exercised - - Forfeited ( 81,000 ) 2.18 Balance – March 31, 2026 320,557 2.67 Vested and exercisable 240,557 2.83 For the three months ended March 31, 2026 and 2025 the Company recorded share-based compensation of $ 21,476 and $ 366,000 , respectively, relating to options vested during the period. As of March 31, 2026, the remaining share-based compensation of $ 140,571 is expected to be recognized over 2.0 years. The remaining weighted average contractual term of the options outstanding as of March 31, 2026 is 8.95 years. The intrinsic value represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option. Based on the fair market value of the Company’s common stock at March 31, 2026 the total intrinsic value of all outstanding options was none . The Company used the following assumptions in calculating the fair value of stock options for the period ended: March 31, 2025 Risk-free interest rate 4.03 % Expected life of options 5 years Expected dividend yield Nil Volatility 98.83 % 11 VERSUS SYSTEMS INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 7. SHARE CAPITAL (continued) d) Share purchase warrants At March 31, 2026, the Company had share purchase warrants outstanding as follows: Expiration Date Warrants Outstanding Exercise Price Weighted Average Remaining Life ($) (years) February 28, 2027 20,689 460.80 0.82 December 6, 2027 13,781 20.00 1.58 December 9, 2027 9,876 17.60 1.25 January 18, 2028 25,906 124.80 1.83 February 2, 2028 10,938 14.40 1.83 October 17, 2028 543,468 3.68 2.33 October 17, 2028 24,457 4.05 2.33 December 24, 2029 1,077,586 4.00 3.42 1,726,701 11.46 3.20 8. SEGMENT REPORTING Our chief operating decision maker (“CODM”), the Chief Executive Officer , manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, our CODM uses consolidated net loss to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, research and development, and general and administrative) at the consolidated level to manage the Company’s operations. Other segment items included in consolidated net loss are interest income, other expense, net and the provision for income taxes, which are reflected in the consolidated statements of operations and comprehensive loss. The measure of segment assets is reported on the consolidated balance sheet as total assets. 12 VERSUS SYSTEMS INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 9. COMMITMENTS AND CONTINGENCIES From time to time the Company may become involved in other legal proceedings or be subject to claims arising in the ordinary course of business. Although the results of ordinary course litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business, financial condition, results of operations or cash flows. Regardless of the outcome, litigation can have an adverse impact because of defense and settlement costs, diversion of management resources and other factors. During the first quarter of 2026, the Audit Committee of the Board of Directors, with the assistance of outside advisors, completed an investigation into the misappropriation of Company assets by the Company’s former Chief Financial Officer. The investigation determined that, between the fourth quarter of 2024 and the first quarter of 2026, approximately $ 829,895 of Company funds had been misappropriated as follows for the quarters ended December 31, 2024, March 31, 2025, June 30, 2025, September 30, 2025, December 31, 2025 and March 31, 2026: $ 10,995 , $ 124,868 , $ 196,711 , $ 155,792 , $ 298,568 , and $ 42,961 , respectively. Management, under the oversight of the Audit Committee, evaluated the quantitative and qualitative significance of this matter, including the fact that it involved a former executive officer, in accordance with Staff Accounting Bulletin No. 99, Materiality , and Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements . Based on that evaluation, management concluded that the amounts were not material to any previously issued annual or interim financial statements, individually or in the aggregate. Accordingly, the Company has not restated or revised any previously issued financial statements in connection with this matter. The Company determined that the misappropriated amounts related to historical operating expenditures and were recorded within operating expenses in the periods in which they were incurred; accordingly, no adjustments to previously issued financial statements were required. In March 2026, the Company’s former Chief Financial Officer executed a promissory note dated March 23, 2026 to repay the misappropriated funds. Under the terms of the promissory note, the principal amount is payable to the Company in two installments due on April 22, 2026 and June 21, 2026. The Company is pursuing recovery of the amounts misappropriated; however, there can be no assurance that the Company will collect the promissory note in part or in full. As of May 15, 2026, no monies have been repaid on the promissory note. No receivable was recorded as of March 31, 2026 as collection was not reasonably assured. 13 VERSUS SYSTEMS INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 10. SUBSEQUENT EVENTS The Company has evaluated subsequent events after the balance sheet date of March 31, 2026 through May 15, 2026, the date the consolidated financial statements were issued. Based upon its evaluation, management has determined that no subsequent events have occurred that would require recognition in the accompanying consolidated financial statements or disclosure in the notes thereto, except as described below: Former CFO Promissory Note In connection with the matter described in Note 9, the Company’s former Chief Financial Officer executed a promissory note dated March 23, 2026 to repay the misappropriated funds. Under the terms of the promissory note, the principal amount is payable to the Company in two installments due on April 22, 2026 and June 21, 2026. The Company is pursuing recovery of the amounts misappropriated; however, there can be no assurance that the Company will collect the promissory note in part or in full. As of May 15, 2026, no monies have been repaid on the promissory note. Stock Purchase Agreement On April 15, 2026, the Company and ASPIS entered into a Stock Purchase Agreement (the “SPA”). Pursuant to the SPA, the Company will sell to ASPIS, and ASPIS will purchase for cash, a number of shares of Company common stock, at a price, equal to $ 1,700,000 divided by 105 % of the closing price of a share of Company common stock on the day preceding consummation. The purchase price per share shall be 105 % of such closing price. On May 15, 2026, the Company received notification from ASPSIS that they wired $ 1,200,000 pursuant to the Stock Purchase Agreement; however, no shares had been issued under the SPA as of such date. The Company expects to receive the remaining balance of the purchase price in the near future and all shares will be issued at that time. Nasdaq Deficiency Letter On April 29, 2026, the Nasdaq Stock Market, LLC (“Nasdaq”) issued a deficiency letter to the Company. The basis of the letter is that as of December 31, 2025, the Company did not maintain a minimum of $ 2,500,000 in stockholders’ equity as required for continued listing by Nasdaq Listing Rule 5550(b)(1). As disclosed in the Company’s Form 10-K for the period ended December 31, 2025, the Company had stockholders’ equity of $ 1,918,303 . As of April 29, 2026, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations. The deficiency letter has no immediate effect on the listing of the Company’s securities on Nasdaq. Nasdaq has provided the Company with 45 calendar days, or until June 13, 2026, to submit a plan to regain compliance with stockholders’ equity requirement. If the Company’s plan to regain compliance is accepted, Nasdaq may grant an extension until October 26, 2026, for the Company to regain compliance. The Company will submit its plans to regain compliance to Nasdaq on or before June 13, 2026. 14