CUSIP No. 92535P881
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13D
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Page 2 of 8 pages
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1
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NAMES OF REPORTING PERSONS
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Cronus Equity Capital Group LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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15,838,441 (1) (see Item 5)
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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15,838,441 (1) (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,838,441 |
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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40.0% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO (see Item 2)
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(1) |
All reported shares of Common Stock are held by Cronus Equity Capital Group LLC, which is a Delaware limited liability company.
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(2) |
The calculation of the percentage of the shares of Common Stock beneficially owned assumes 39,596,102 shares of Common Stock outstanding, as published by the Issuer on a press release via Globe Newswire on November 24, 2023 (the “Press
Release”).
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CUSIP No. 92535P881
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13D
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Page 3 of 8 pages
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1
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NAMES OF REPORTING PERSONS
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Paul Feller
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (see Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☒
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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15,838,441 (1) (see Item 5)
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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15,838,441 (1) (see Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,838,441
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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40.0% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN (see Item 2)
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(1) |
All reported shares of Common Stock are held by Cronus Equity Capital Group LLC, which is a Delaware limited liability company. Mr. Feller is the managing member of Cronus Equity Capital Group LLC.
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(2) |
The calculation of the percentage of the shares of Common Stock beneficially owned assumes 39,596,102 shares of Common Stock outstanding, as published by the Issuer on a press release via Globe Newswire on November 24, 2023 (the “Press
Release”).
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CUSIP No. 92535P881
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13D
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Page 4 of 8 pages
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background
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(a)-(c) and (f) |
This Schedule 13D is being jointly filed on behalf of each of Cronus Equity Capital Group LLC, a Delaware limited liability company (“CECG”) and Paul Feller, Managing Member of CECG (each, a “Reporting Person” and, collectively, the
“Reporting Persons”). Mr. Feller is a United States citizen.
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(d) |
During the past five years, neither the Reporting Persons, nor to the best of each Reporting Person’s knowledge, any other person identified in response to this Item 2, has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors).
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(e) |
Other than as set forth in Schedule I, during the past five years, neither the Reporting Persons, nor, to the best of each Reporting Person’s knowledge, any other person identified in response to this Item 2, has been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
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Item 3. |
Source and Amount of Funds or Other Considerations
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Item 4. |
Purpose of Transaction
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CUSIP No. 92535P881
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13D
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Page 5 of 8 pages
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Item 5.
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Interest in Securities of the Issuer
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(a) |
The Reporting Persons beneficially own in the aggregate 15,838,441 shares of Common Stock, which represents approximately 40.0% of the Company’s outstanding shares of Common Stock. The percentage ownership of shares of Common Stock set
forth in this Statement is based on 39,596,102 shares of Common Stock issued and outstanding, as published by the Issuer on a press release via Globe Newswire on November 24, 2023.
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CUSIP No. 92535P881
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13D
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Page 6 of 8 pages
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(b) |
The Reporting Persons have the shared power to vote or to direct the voting of 15,838,441 of such shares described in Item 5(a) above. The Reporting Persons have the shared power to dispose or direct the disposition of all such shares
described in Item 5(a) above.
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(c) |
Except as described in this Schedule 13D, during the past 60 days, the Reporting Persons have not effected any transactions with respect to the Common Stock.
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(d) |
In addition to Mr. Feller, other members of CECG have the right to receive dividends from, or the proceeds from, the sale of the Common Stock.
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(e) |
Not applicable.
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 7.
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Material to be Filed as Exhibits
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Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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Subscription Agreement entered into between Cronus Equity Capital Group LLC and Versus Systems Inc. on November 22, 2023.
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Subscription Agreement entered into between Cronus Equity Capital Group LLC and Versus Systems Inc. on November 22, 2023.
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CUSIP No. 92535P881
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13D
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Page 7 of 8 pages
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Date: December 7, 2023 | CRONUS EQUITY CAPITAL GROUP LLC | ||
By:
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/s/ Paul Feller
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Name:
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Paul Feller
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Title:
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Managing Member
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By:
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/s/ Paul Feller
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Name:
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Paul Feller
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CUSIP No. 92535P881
|
13D
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Page 8 of 8 pages
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