{"url_path":"/sec/vs/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1701963/0001213900-26-057987-index.html","accession_number":"0001213900-26-057987","cik":"0001701963","ticker":"VS","issuer_name":"Versus Systems Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1701963/0001213900-26-057987-index.html","primary_entity_key":"0001701963","primary_entity_name":"Versus Systems Inc."},"word_count":718,"has_tables":true,"body_markdown":"** **\n\n**Item 1A. Risk Factors**\n\n \n\nOther than as set forth below,\nthere have been no material changes to the risk factors set forth in the section titled “Risk Factors” included in our Annual\nReport on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 15, 2026 (our “Annual Report”). Our\nbusiness involves significant risks. You should carefully consider the risks and uncertainties described in our Annual Report, together\nwith all of the other information in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements\nand related notes as disclosed in our Annual Report. The risks and uncertainties described in our Annual Report are not the only ones\nwe face, and additional risk and uncertainties that we are unaware of or that we deem immaterial may also become important factors that\nadversely affect our business. The realization of any of these risks and uncertainties could have a material adverse effect on our reputation,\nbusiness, financial condition, results of operations, growth and future prospects as well as our ability to accomplish our strategic objectives.\nIn that event, the market price of our common shares could decline and you could lose part or all of your investment.\n\n \n\n**If we do not successfully raise additional\ncapital, improve our operating cash flow, or complete a strategic transaction, our board of directors may decide to pursue a dissolution\nand liquidation of our company. In such an event, the amount of cash available for distribution to our stockholders will depend heavily\non the timing of such liquidation as well as the amount of cash that must be reserved for commitments and contingent liabilities, as to\nwhich we can give you no assurance.**\n\n \n\nThere can be no assurance that we will successfully raise additional\ncapital, that we will improve our operating cash flow, or that we will be able to complete a strategic transaction. If none of those occur,\nour board of directors may decide to pursue a dissolution and liquidation of our company. In such an event, the amount of cash available\nfor distribution to our stockholders will depend heavily on the timing of such decision and, ultimately, such liquidation, since the amount\nof cash available for distribution continues to decrease as we fund our operations while pursuing a financing, improved operations, or\na strategic transaction. In addition, if our board of directors were to approve and recommend a dissolution and liquidation of our company,\nunder Delaware law, before a dissolved corporation may make any distribution to its stockholders, it must pay or make reasonable provision\nto pay all of its claims and obligations, including all contingent, conditional or unmatured contractual claims known to the corporation.\nAs a result of this requirement, a portion of our assets would need to be reserved pending the resolution of such obligations.\n\n \n\nIn addition, we may be subject\nto litigation or other claims related to a dissolution and liquidation of our company. If a dissolution and liquidation were to be pursued,\nour board of directors, in consultation with our advisors, would need to evaluate these matters and make a determination about a reasonable\namount to reserve. Accordingly, holders of our common stock could lose all or a significant portion of their investment in the event of\na liquidation, dissolution or winding up of our company. A liquidation would be a lengthy and uncertain process with no assurance of any\nvalue ever being returned to our stockholders.\n\n** **\n\n**If we fail to regain or thereafter do not\nmaintain compliance with the continued listing requirements of Nasdaq, our common stock may be delisted.**\n\n** **\n\nOur common stock is currently\nlisted on the Nasdaq Capital Market. To maintain that listing, we must satisfy minimum financial and other continued listing requirements\nand standards, including those relating to stockholders’ equity, market value of publicly held shares minimum bid price, and corporate\ngovernance requirements. There can be no assurance that we will regain compliance with the minimum stockholders’ equity requirement\nor continue to satisfy the other listing requirements. If we fail to regain or maintain compliance with Nasdaq listing standards, our\ncommon stock could be delisted, which could negatively impact the liquidity and market price of our securities, prevent analyst coverage,\ndecrease the ability of investors to trade our securities, and impair our ability to raise capital."}