Versus Systems Inc.

During the fiscal quarter ended December 31, 2025, none of our directors or officers informed us of theadoption ortermination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

As previously disclosed in the Company’s Form 12b-25 filed on April 1, 2026, in the first quarter of 2026, while preparing this Annual Report on Form 10-K and the related audit of the Company’s financial statements for the fiscal year ended December 31, 2025, management determined that improprieties involving the Company’s former Chief Financial Officer had likely occurred.

The Audit Committee of the Board of Directors of the Company conducted an internal investigation and confirmed that a misappropriation of assets had occurred. In the course of the internal investigation, the Audit Committee determined that there were material weaknesses in the Company’s internal control over financial reporting as of December 31, 2025. For more information about the fraudulent activity and a promissory note that was executed by the former Chief Financial Officer in connection therewith, please see Note 11 and 12 to our consolidated financial statements for the year ended December 31, 2025, which disclosure is incorporated herein by reference, and for more information about the material weaknesses in internal control over financial reporting and the Company’s remedial actions, please see Part II, Item 9A. Controls and Procedures, of this Form 10-K, which disclosure is incorporated herein by reference.