Versus Systems Inc 2026年季度报告

TABLE OF CONTENTS PART IFINANCIAL INFORMATION 1Item 1.Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 20251Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31,2026 and 2025.2 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025.4Notes to the Condensed Unaudited Consolidated Financial Statements5 PART I. FINANCIAL INFORMATION Cash flows from operating activities OPERATING ACTIVITIES Net Loss(818,695)(1,156,477)Adjustments to reconcile net loss to net cash:Stock-based compensation21,476366,000Changes in operating assets and liabilities:Receivables642,700- Effect of foreign exchange VERSUS SYSTEMS INC.NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1.NATURE OF OPERATIONS AND LIQUIDITY Versus Systems Inc. (the Company) was continued under the Business Corporations Act (British Columbia) effective January2, 2007. On December 24, 2024, a special resolution was approved authorizing and approving the continuance of theCompany from the Province of British Columbia in accordance with the Business Corporations Act (British Columbia) intothe State of Delaware in accordance with the Delaware General Corporation Law. The Company’s headquarters is located at The Company is engaged in the technology sector and has developed a proprietary prizing and promotions tool allowinggame developers and creators of streaming media, live events, broadcast TV, games, apps, and other content to offer real- In June 2021, the Company completed its acquisition of multimedia, production, and interactive gaming company XciteInteractive, a provider of online audience engagement through its owned and operated XEO technology platform. TheCompany partners with professional sports franchises across Major League Baseball (“MLB”), National Hockey League 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 theCompany’s redomiciling to Delaware the amount funded to date plus, at ASPIS’s option, any accrued and unpaid interest On December 24, 2024, ASPIS converted the outstanding Senior Note into 2,155,172 shares of common stock and 1,077,586common stock warrants at an exercise price of $4.00 per share. The warrants were deemed to be equity classified, thereforethe book value of the Senior Note was converted to equity and recorded within additional paid in capital on the consolidated Additionally, the Company entered into a Technology License and Software Development Agreement (the “LicenseAgreement”) in October 2024 which provides for the Company to license its gamification, engagement and QR code Pursuant to the License Agreement, as amended by a side letter executed on August 11, 2025 and supported by a legal opinionand confirmation, the Initial Term is non-cancellable for twelve (12) months commencing April 30, 2025, with monthlylicense 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 Going Concern These condensed consolidated financial statements have been prepared on the assumption that the Company will continue asa going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets anddischarge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Companyis not expected to continue operations for the foreseeable future. As of March 31, 2026, the Company is not able to financeday to day activities through operations and as such, there is substantial doubt as to the Company’s ability to continue as agoing concern. The Company’s continuation as a going concern is dependent upon its ability to attain profitable operations VERSUS SYSTEMS INC.NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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. Therecan be no assurance that we will be able to obtain required funding in the future. In the absence of additional financing, theCompany’s available cash resources would be reduced in the near term, which could require the Company to scale back ortemporarily defer certain operating or development activ