Versus Systems Announces $2.16 Million Registered Direct Offering
14 July 2022 - 2:01PM
Versus Systems Inc. (“Versus” or the “Company”) (NASDAQ: VS) today
announced that it has entered into a definitive agreement with an
institutional investor for the purchase and sale of 4,145,000 of
the Company's common shares (or common share equivalents) at a
purchase price of $0.52 per common share (or common share
equivalent) in a registered direct offering. The closing of the
offering is expected to occur on or about July 18, 2022, subject to
the satisfaction of customary closing conditions.
In addition, in a concurrent private placement, the Company will
issue to the investor warrants to purchase up to 6,217,500 common
shares. The warrants have an exercise price of $0.52 per common
share, will be exercisable six months following issuance and will
have a term of five and one-half years following issuance.
Roth Capital Partners is acting as the exclusive placement agent
for the offering.
The gross proceeds to the Company from this offering are
expected to be approximately $2,155,215, before deducting the
placement agent's fees and other offering expenses payable by the
Company. The Company intends to use the net proceeds from the
offering for working capital and general corporate purposes.
The common shares (or common share equivalents) described above
(but not the warrants issued in the concurrent private placement or
the common shares underlying the warrants) are being offered by the
Company pursuant to a "shelf" registration statement on Form F-3
(File No. 333-263834) previously filed with the Securities and
Exchange Commission (the "SEC") and declared effective by the SEC
on March 31, 2022. The offering of the common shares (or common
share equivalent) is made only by means of a prospectus, including
a prospectus supplement, forming a part of the effective
registration statement. A final prospectus supplement and
accompanying prospectus relating to the registered direct offering
will be filed with the SEC. Electronic copies of the final
prospectus supplement and accompanying prospectus may be obtained,
when available, on the SEC's website at http://www.sec.gov or by
contacting Roth Capital Partners, LLC, 888 San Clemente Drive,
Newport Beach, California 92660, by telephone at (800) 678-9147, or
by email at rothecm@roth.com.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Act"), and Regulation D promulgated thereunder and, along
with the common shares underlying the warrants, have not been
registered under the Act, or applicable state securities laws.
Accordingly, the warrants and underlying common shares may not be
offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Versus Systems
Versus Systems Inc. is an engagement and rewards company that
makes live events, games, shows, and apps more fun to watch and
play. Versus adds interactive games, polling, trivia, predictive
elements, and other win conditions to existing entertainment -
whether in-venue or online - making the content more contextual,
personal, and rewarding. Versus works with world class sports
teams, leagues, venues, entertainment companies, and other content
creators to make engaging, rewarding experiences for fans all over
the world. For more information, please visit
www.versussystems.com or visit the official
Versus Systems YouTube channel.
Disclaimer for Forward-Looking
Information
This news release contains certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements, other
than statements of historical fact, are forward looking statements
and are based on expectations, estimates and projections as at the
date of this news release. Any statement that involves discussions
with respect to predictions, expectations, beliefs, plans,
projections, objectives, assumptions, future events or performance
(often but not always using phrases such as "expects", or "does not
expect", "is expected", "anticipates" or "does not anticipate",
"plans", "budget", "scheduled", "forecasts", "estimates",
"believes" or "intends" or variations of such words and phrases or
stating that certain actions, events or results "may" or "could",
"would", "might" or "will" be taken to occur or be achieved) are
not statements of historical fact and may be forward looking
statements. These forward-looking statements are based on
reasonable assumptions and estimates of management of the Company
at the time such statements were made. Actual future results may
differ materially as forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to
materially differ from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Although the forward-looking statements contained in
this news release are based upon what management of the Company
believes, or believed at the time, to be reasonable assumptions,
the Company cannot assure shareholders that actual results will be
consistent with such forward-looking statements, as there may be
other factors that cause results not to be as anticipated,
estimated or intended. Accordingly, readers should not place undue
reliance on forward-looking statements and information. There can
be no assurance that forward-looking information, or the material
factors or assumptions used to develop such forward-looking
information, will prove to be accurate. The Company does not
undertake any obligations to release publicly any revisions for
updating any voluntary forward-looking statements, except as
required by applicable law.
Investor Contact:Cody Slach and Sophie
PearsonGateway Investor
Relations949-574-3860IR@versussystems.comorpress@versussystems.com
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