Versus Systems Inc.

Item 1A. Risk Factors

Other than as set forth below, there have been no material changes to the risk factors previously disclosedset forth in the section titled Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 20245, filed with the SEC on March 31April 15, 2025 (the6 (our Annual Report). Our business continues to ininvolves significant risks and uncertainties. You should carefully reviewconsider the risks desand uncertainties described in theour Annual Report, together with all of the other information in this Quarterly Report on Form 10-Q, including as well as our audited consolidated financial statements and related notes. Addition as disclosed in our Annual rReport. The risks and uncertainties thadescribed in our Annual Report are not currentthe only known to us, orones we face, and additional risk and uncertainties that we currently are unaware of or that we deem immaterial, could may also materiallbecome important factors that adversely affect our business, results of operations, or financial condition. The realization of any of these risks cand uncertainties could ahave a material adversely impa effect on our reputation, business performance, financial condition, and results of operations, growth and future prospects, and could cause the  as well as our ability to accomplish our strategic objectives. In that event, the market price of our common stock tohares could decline.

The Companys ability to and you continue operating as planned depends onuld lose part or all of your investment.

If we do not successfully obtainingraise additional financingcapital, improving oe our operating cash flows, or completinge a strategic transaction. While management is actively exploring these op, our board of directors may decide to pursue a dissolutions, there can be no assurance and liquidation of our company. In such an event, that such effortse amount of cash available for distribution to our stockholders will be successful ordepend heavily on that the termse timing of such liquidation as well as the amount of any financcash that must be reserved for commitments and conting or transaction will be favorablent liabilities, as to which we can give you no assurance.

If the Company is unablThere can be no assurance to hat we will successfully raise additional capital or i, that we will improve our operating results, the Bocash flow, or that we will be able to complete a strategic transaction. If none of those occur, our board of Ddirectors may determincide that it is in to pursue a dissolution and liquidation of our company. In such an event, the best interests of amount of cash available for distribution to our stockholders to explore owill depend heavily on ther strategic alternatives, whi timing of such decision and, ultimately, such could liquidation, sinclude a sale, merger, ree the amount of cash available for distructuring, or,ibution continues to decrease as a last resort, an orderly wind-down owe fund our operations while pursuing a financing, improved operations, or a strategic transaction. In addition, if operations. The amountur board of directors were to approve and recommend a dissolution and liquidation of funds available for our company, under Delaware law, before a dissolved corporation may make any distribution to sits stockholders in any such scenario would depend on several factor, it must pay or make reasonable provision to pay all of its claims and obligations, including the timing of the decision, tall contingent, conditional or unmatured contractual claims known to the proceeds realized from any corporation. As a result of this requirement, a portion of our asset sales, ands would need to be reserved pending the amounts requiredresolution of such obligations.

In addition, we may be subject to slitigatisfy existingon or other claims related to a dissolution and contingent obligliquidation of our company. If a dissolution and liquidations.

These obligations could were to be pursued, our board of directors, include, among others, contractual severanc consultation with our advisors, would need to evaluate these matters and make arrangements, lease  determination about a reasonable amount to reserve. Accordingly, holders of our commitments, on stock could lose all or potentiala significant portion of their investment in the event of a litigquidation or claims aris, dissolution or winding in the ordinary coursup of our company. A liquidation would be a lengthy and uncertain process with no assurance of business. Under applicable Delaware law, any value ever being returned to our stockholders.

If we fail to regain or the Company would bereafter do not maintain compliance with the continued listing required to satisfy or make reasonable provision for such obligations beforements of Nasdaq, our common stock may be delisted.

Our common stock is currently listed on the Nasdaq Capital Market. To maintain that listing, we must satisfy minimum financial and other continued listing requirements any distributions td standards, including those relating to stockholders. As a result, the amount ultimate equity, market value of publicly available for distribution, ifheld shares minimum bid price, any,d could berporate governance reduced.

Although managementquirements. There can be no assurance that we will regain continues to focus on improving limpliance with the minimum stockholders equidity through operrequirement or continue to sations, cost managesfy the other listing requirement, and potential strategic transactions, there can be no assurance that these efforts will be sufficies. If we fail to regain or maintain compliance with Nasdaq listing standards, our common stock could be delisted, which could negatively impact the liquidity and market price of our securities, prevent to mitigatanalyst coverage, decrease the risks described aboveability of investors to trade our securities, and impair our ability to raise capital.