Versus Systems Inc. (VS) Announces 4.15M Share Direct Offering as $0.52/sh

Versus Systems Inc. (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 [email protected].

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.

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