Why Is Versus Systems Stock Rocketing Over 300% Premarket On Wednesday?

Benzinga · 10/16 11:56

Versus Systems Inc. (NASDAQ:VS) shares are rocketing premarket on Wednesday. The company disclosed that it has entered into two major agreements with Aspis Cyber Technologies, Inc. (ASPIS).

ASPIS is affiliated with Cronus Equity Capital Group, LLC, which holds approximately 39.5% of the company’s outstanding common stock.

The first is a Business Funding Agreement, which includes an investment of $2.5 million from ASPIS in Versus Systems.

ASPIS has initially invested $500,000, with the remaining $2 million due by November 15, 2024. In return, Versus Systems issued an unsecured convertible promissory note for $2.5 million.

The Note can be converted into units, each consisting of one common share and a warrant for half a share at an exercise price of $4.00. The company plans to seek shareholder approval at its annual meeting in December 2024.

The second agreement allows ASPIS to license Versus Systems’ gamification, engagement, and QR code technology for its cybersecurity solutions in sectors like government, finance, gaming, and social media.

ASPIS will pay a monthly licensing fee and compensate for any technology updates or innovations.

These agreements support Versus Systems’ compliance plan submitted to Nasdaq on October 7, 2024, to maintain the required $2.5 million in shareholders’ equity for continued listing on The Nasdaq Capital Market.

The company aims to exceed this minimum to ensure compliance until at least September 30, 2025.

Under the agreements, if Versus Systems receives shareholder approval for the equity issuance and its redomiciling to Delaware, ASPIS could convert the Note and exercise the warrants to receive approximately 2.155 million shares of common stock and warrants for an additional 1.077 million shares at a final price of $1.16.

This would give ASPIS about 45.8% of Versus Systems’ outstanding common stock, not including shares from warrant exercises or conversions of accrued cash interest into units.

The License Agreement establishes a monthly fee of $165,000, starting in January 2025, allowing ASPIS to use any modifications to the licensed technology for cybersecurity.

Nasdaq will review the company’s compliance plan, if its not accepted or compliance isn’t met by February 18, 2025, delisting proceedings may begin. In such cases, Versus reserves the right to request a hearing for an additional extension.

Price Action: VS shares are up 300% at $4.60 premarket at the last check Wednesday.

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