Versus Systems (NASDAQ:VS) Notified by Nasdaq of Non-Compliance with Listing Rules

Versus Systems Inc. recently disclosed a notification from The Nasdaq Capital Market (“Nasdaq”) regarding the company’s non-compliance with certain listing rules. The notification, dated November 4, 2024, stated that Versus Systems was not adhering to the audit committee requirement under Nasdaq Listing Rule 5605(c)(2)(A) (Audit Committee Composition Requirement) and the compensation committee requirement under Nasdaq Listing Rule 5605(d)(5) (Compensation Committee Composition Requirement).

The non-compliance arose due to the recent appointment of Luis Goldner as the Chief Executive Officer, impacting the independence composition of both the audit committee and the compensation committee of Versus Systems’ Board of Directors.

Furthermore, the company also noted its failure to meet the quorum requirement under Nasdaq Listing Rule 5620(c)(i) (Quorum Requirement) as its articles did not specify a quorum for shareholders’ meetings of at least 33 1/3% of the outstanding Common Shares, given Versus Systems is no longer a foreign private issuer eligible for the exemption under Nasdaq Listing Rule 5615(a)(3).

In response to these issues, on November 7, 2024, the Board took action by removing Mr. Goldner from the affected committees to regain compliance with the Compensation Committee Composition Requirement. Additionally, Versus Systems plans to appoint a new independent director to the Board and Audit Committee in order to meet the Audit Committee Composition Requirement.

To address the Quorum Requirement, the company intends to include a suitable quorum in the bylaws, proposed to be adopted in connection with the domestication of Versus Systems, expected to be presented for approval at the company’s annual shareholders’ meeting in December 2024.

Versus Systems advises caution regarding forward-looking statements made in this Current Report on Form 8-K, stating that actual outcomes and results might differ from projected expectations due to various factors. These factors include uncertainties related to regaining compliance with the Audit Committee Composition Requirement and Quorum Requirement within the specified timelines, potential delisting of securities by Nasdaq, and the subsequent impact on share liquidity, trading price, financing, and business continuity.

For further details and risk disclosures, interested parties are encouraged to refer to the Company’s periodic reports filed with the Securities and Exchange Commission at www.sec.gov and in Canada under the Company’s profile on SEDAR+ at https://www.sedarplus.ca.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Versus Systems’s 8K filing here.

Versus Systems Company Profile

Versus Systems Inc develops and operates a business-to-business software platform in the United States and Canada. The company offers eXtreme Engagement Online platform that is designed primarily for in-venue main-board work in stadiums and arenas; Filter Fan Cam (FFC) platform, an augmented reality filtering tool that can be used for mobile and in-venue applications; and Winfinite, which allows brands, media companies, and advertising agencies to reach out to customers directly on their mobile devices.