Item 5.07 Submission of Matters to a Vote of Security Holders.



Versus Systems, Inc. (the “Company”) held a special meeting of shareholders on December 18, 2024. The Company had 2,746,505 shares of common stock eligible to vote at the meeting, of which 1,096,051 were present in person or by proxy. This equaled 39.9% of the shares eligible to vote. The Company presented two proposals at the meeting, which were both approved with the following votes.



Proposal 1: A special resolution authorizing and approving the continuance of the Company from the Province of British Columbia in accordance with the Business Corporations Act (British Columbia) into the State of Delaware in accordance with the Delaware General Corporation Law.



For: 1,087,314

Against: 8,737

Abstain: 0



Proposal 2: A special resolution authorizing and approving the issuance of 2,155,172 common shares, warrants to purchase an additional 1,077,586 shares, and such 1,077,586 shares upon the exercise of such warrants, upon conversion of a $2.5 million promissory note held by ASPIS Cyber Technologies, Inc., which is an affiliate of the Company’s largest shareholder, Cronus Equity Capital Group, LLC.



For: 1,05,836

Against: 40,215

Abstain: 0



As contemplated and authorized by Proposal 1, on December 18, 2024, the Company completed the continuance and is now incorporated under the laws of the State of Delaware. A copy of the Company’s Certificate of Corporate Domestication and Certificate of Incorporation is included in this report as Exhibit 3.1.



As contemplated and authorized by Proposal 2, on December 23, 2024, the Company completed the issuance of such securities. The issuance is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933. The warrants permit the holder to purchase one-half of one common share at a purchase price of $4.00 per whole share, exercisable for five years from the date of issuance.