Versus Systems Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission File No. 001-39885 VERSUS SYSTEMS INC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on whichregistered Common Shares, no par value per share 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 such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of May 14, 2026, there were 4,901,677 of the registrant’s common shares outstanding. TABLE OF CONTENTS PAGEPART IFINANCIAL INFORMATION1Item 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 2025.2Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025.3Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025.4Notes to the Condensed Unaudited Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations15Item 3.Quantitative and Qualitative Disclosures about Market Risk19Item 4.Controls and Procedures20PART IIOTHER INFORMATION21Item 1.Legal Proceedings21Item 1A.Risk Factors21Item 2.Unregistered Sales of Equity Securities and Use of Proceeds21Item 3.Default Upon Senior Securities21Item 4.Mine Safety Disclosures21Item 5.Other Information21Item 6.Exhibits22Signatures23 PART I. FINANCIAL INFORMATION Versus Systems Inc.Condensed Consolidated Balance Sheets March 31,December31,20262025($)($)ASSETS(Unaudited)Current assetsCash and cash equivalents$422,903$527,388Accounts receivable193,300836,000Prepaid expenses106,75088,674Total current assets722,9531,452,062Intangible asset936,000609,000Total assets$1,658,953$2,061,062 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-Prepaids(18,076)173,258Deferred revenue-Accounts payable and accrued liabilities316,581(24,226)Cash provided by (used in) operating activities143,986(641,445) 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 at3500 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 allowinggame 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 anattractive platform for advertisers. In June 2021, the Company completed its acquisition of multimedia, production, and interactive gaming company XciteInteractive, a provider of online audie