Versus Systems Inc.

Other than as set forth below, there have been no material changes to the risk factors previously disclosed in the section titled**“Risk Factors”** included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025 (the “Annual Report”). Our business continues to involve significant risks and uncertainties. You should carefully review the risks described in the Annual Report, together with the other information in this Quarterly Report on Form 10-Q, including our consolidated financial statements and related notes. Additional risks and uncertainties that are not currently known to us, or that we currently deem immaterial, could also materially affect our business, results of operations, or financial condition. The realization of any of these risks could adversely impact our reputation, business performance, financial condition, and prospects, and could cause the market price of our common stock to decline.

The Company’s ability to continue operating as planned depends on successfully obtaining additional financing, improving operating cash flows, or completing a strategic transaction. While management is actively exploring these options, there can be no assurance that such efforts will be successful or that the terms of any financing or transaction will be favorable.

If the Company is unable to raise additional capital or improve operating results, the Board of Directors may determine that it is in the best interests of stockholders to explore other strategic alternatives, which could include a sale, merger, restructuring, or, as a last resort, an orderly wind-down of operations. The amount of funds available for distribution to stockholders in any such scenario would depend on several factors, including the timing of the decision, the proceeds realized from any asset sales, and the amounts required to satisfy existing and contingent obligations.

These obligations could include, among others, contractual severance arrangements, lease commitments, or potential litigation or claims arising in the ordinary course of business. Under applicable Delaware law, the Company would be required to satisfy or make reasonable provision for such obligations before any distributions to stockholders. As a result, the amount ultimately available for distribution, if any, could be reduced.

Although management continues to focus on improving liquidity through operations, cost management, and potential strategic transactions, there can be no assurance that these efforts will be sufficient to mitigate the risks described above.