Versus Systems Inc. (VS) Prices 4.375M Share Offering at $1.60/sh

Versus Systems Inc. (NASDAQ: VS) today announced the pricing of its public offering of 4,375,000 units for gross proceeds of USD $7,000,000, before deducting underwriting discounts and commissions and other offering expenses payable by Versus. Each unit consists of one common share, no par value per share, and one warrant to purchase one common share, at a public offering price of $1.60 per unit and a warrant exercise price of $1.92. All of the shares and warrants included in this offering are being sold by Versus. In addition, Versus has granted the underwriters a 30-day option to purchase up to an additional 656,250 common shares and/or 656,250 additional warrants at the public offering price, in any combination thereof, on the same terms as the other common shares and warrants being purchased by the underwriters from Versus. The offering is subject to customary closing conditions and is expected to close on February 28, 2022.

The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

D.A. Davidson & Co. and H.C. Wainwright & Co., LLC are acting as joint book-running managers for this offering and as representatives of the underwriters in this offering.

A registration statement relating to the securities being sold in the offering was declared effective by the Securities and Exchange Commission (“SEC”) on February 2, 2022 (Registration No. 333-261423). This offering is being made only by means of a prospectus. Copies of the final prospectus relating to this offering may be obtained, when available, by visiting EDGAR on the SEC website at www.sec.gov or, alternatively, from: D.A. Davidson & Co., Attention: Syndicate Department, 8 Third Street North, Great Falls, MT 59401, by telephone at (800) 332-5915 and by e-mail: [email protected]; or H.C. Wainwright & Co., LLC, 430 Park Avenue 3rd Floor, New York, NY 10022, by telephone at (212) 356-0500 and by e-mail: [email protected].

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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

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