VS · Versus Systems Inc.

Versus Systems Inc. signed a definitive Stock Purchase Agreement with ASPIS Cyber Technologies Inc., a Delaware corporation focused on AI cyber security technologies that utilizes the Company's gamification and QR code tech. The agreement provides for Aspis to purchase a dollar-denominated number of Versus common stock shares traded on Nasdaq under VS, calculated as $1,700,000 divided by 105% of the prior day's closing price, with each share priced at a 5% premium to that close. This private placement structure delivers immediate cash liquidity to the Company without immediate dilution at market pricing. The flexible closing date up to May 14, 2026, allows Aspis to time the transaction. Management explicitly states the proceeds will sustain at least $2,500,000 in stockholders’ equity through year-end 2026 based on projected expenses and revenues, signaling a bridge to financial stability amid ongoing operations. The SPA represents the entire understanding between the parties, superseding prior agreements, and includes standard provisions for New York law governance and restrictions on assignment.