Versus Systems Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR Commission File Number 001-39885 Securities registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☐Non-Accelerated Filer☒Emerging growth company☒Smaller reporting company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No The aggregate market value of the voting stock and non-voting common equity held by non-affiliates of the registrant as of the lastbusiness day of the registrant’s most recently completed second fiscal quarter ended June 30, 2025 was approximately $4.1 millionbased upon the closing price of the registrant’s common stock of $2.33 on the Nasdaq Capital Market as of June 30, 2025. There were 4,901,677 shares of registrant’s common stock, no par value, outstanding as of April 13, 2026. Versus Systems Inc. Table of Contents PART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS8ITEM 1B.UNRESOLVED STAFF COMMENTS26ITEM 1C.CYBERSECURITY26ITEM 2.PROPERTIES27ITEM 3.LEGAL PROCEEDINGS27ITEM 4.MINE SAFETY DISCLOSURES27PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES28ITEM 6.[RESERVED]28ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS29ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK34ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA34ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE34ITEM 9A.CONTROLS AND PROCEDURES34ITEM 9B.OTHER INFORMATION35ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS35PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE36ITEM 11.EXECUTIVE COMPENSATION40ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS44ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE45ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES45PART IVITEM 15.EXHIBIT AND FINANCIAL STATEMENT SCHEDULES46ITEM 16.FORM 10-K SUMMARY47SIGNATURES48INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Cautionary Note Regarding Forward- Looking Statements When used in this annual report, statements that are not historical in nature, including those containing words such as “believe,”“expect,” “anticipate,” “estimate,” “plan,” “continue,” “in