Versus Systems Inc. Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Share Capital

Share Capital

3 Months Ended

Mar. 31, 2025

5.	SHARE CAPITAL

Authorized share capital

The Company is authorized to issue an unlimited number of Class A Shares. The Class A Shares do not have any special rights or restrictions attached., respectively. The Class A shares were converted to common shares on March 31, 2025, and as of December 31, 2024, there were 0 Class A Shares issued and outstanding.

Issued share capital

During the three-month periods ended March 31, 2025 and 2024, the Company did not issue share capital.

Stock options

The Company may grant incentive stock options to its officers, directors, employees, and consultants. The Company has implemented a rolling Stock Option Plan (the “Plan”) whereby the Company can issue up to 10% of the issued and outstanding common shares of the Company. Options have a maximum term of ten years and vesting is determined by the Board of Directors.

A continuity schedule of outstanding stock options is as follows:

	Number Outstanding		Weighted Average Exercise Price
			($)
Balance – December 31, 2024		2,555		64.99
Granted		399,078		2.18
Exercised		-		-
Forfeited		-		-
Balance – March 31, 2025		401,633		64.99

For the three months ended March 31, 2025 and 2024 the Company recorded share-based compensation of $366,000 and $160,865, respectively, relating to options vested during the period. The remaining share-based compensation to be recognized is over the vesting term of the unvested options is $258,000 as of March 31, 2025.

The Company used the following assumptions in calculating the fair value of stock options for the period ended:

	March 31, 2025			March 31, 2024
Risk-free interest rate		4.03	%		3.93	%
Expected life of options		5 years			3.38 years
Expected dividend yield		Nil			Nil
Volatility		98.83	%		132.65	%

Share purchase warrants

During the year ended December 31, 2024, the Company:

Issued 1,077,586 common stock warrants in conjunction with the conversion of the Senior Note issuance, with an exercise price of $4.00 per share.

At March 31, 2025, the Company had share purchase warrants outstanding as follows:

Expiration Date	Warrants Outstanding		Exercise Price		Weighted Average Remaining Life
			($)		(years)
January 20, 2026⁽¹⁾		7,030		1,800.00		0.83
February 28, 2027		20,689		460.80		1.92
December 6, 2027		13,781		20.00		2.67
December 9, 2027		9,876		17.60		2.67
January 18, 2028		25,906		124.80		2.83
February 2, 2028		10,938		14.40		2.83
October 17, 2028		543,468		3.68		3.33
October 17, 2028		24,457		4.05		3.33
December 24, 2029		1,077,586		4.00		4.42
		1,733,741		18.71		3.96

⁽¹⁾	Unit A warrant balance is 7,030 as of March 31, 2025.