SEC Form SC 13G/A filed by Versus Systems Inc. (Amendment)

$VS
EDP Services
Technology
Get the next $VS alert in real time by email
SC 13G/A 1 tm244732d14_sc13ga.htm SC 13G/A

 

 

 

CUSIP No: 92535P873

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

 

 

SCHEDULE 13G

 

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED 

PURSUANT TO § 240.13d-2.

 

(Amendment No. 1)*

 

Versus Systems Inc.

(Name of Issuer)

 

Common Shares, no par value

(Title of Class of Securities)

 

92535P873 

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of this statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No: 92535P873

 

(1)

NAMES OF REPORTING PERSONS

 

CVI Investments, Inc. 

 
(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 
    (a)   ¨
(b)   ¨
(3)

SEC USE ONLY

 

 
(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING

PERSON WITH

(5)

SOLE VOTING POWER

 

(6)

SHARED VOTING POWER **

 

100,000

(7)

SOLE DISPOSITIVE POWER

 

(8)

SHARED DISPOSITIVE POWER **

 

100,000

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

100,000

 
(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 
       ¨
(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.8% 

 
(12)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO 

 

 

** Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.

 

 

 

 

CUSIP No: 92535P873

 

(1)

NAMES OF REPORTING PERSONS

 

Heights Capital Management, Inc. 

 
(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 
    (a)   ¨
(b)   ¨
(3)

SEC USE ONLY

 

 
(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING

PERSON WITH

(5)

SOLE VOTING POWER

 

(6)

SHARED VOTING POWER **

 

100,000

(7)

SOLE DISPOSITIVE POWER

 

(8)

SHARED DISPOSITIVE POWER **

 

100,000

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

100,000

 
(10)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 
       ¨
(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.8% 

 
(12)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO 

 

 

** Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over these shares.

 

 

 

 

CUSIP No: 92535P873

 

Item 1.

 

(a)  Name of Issuer

 

Versus Systems Inc. (the “Company”)

 

(b)  Address of Issuer’s Principal Executive Offices

 

1558 Hastings Street, Vancouver, British Columbia V6G 3J4 Canada

 

Item 2(a).    Name of Person Filing

 

This statement is filed by the entities listed below, who are collectively referred to herein as “Reporting Persons,” with respect to the common shares of the Company, no par value (the “Shares”).

 

(i)  CVI Investments, Inc.
     
(ii)  Heights Capital Management, Inc.

 

Item 2(b).    Address of Principal Business Office or, if none, Residence

 

The address of the principal business office of CVI Investments, Inc. is:

 

P.O. Box 309GT

Ugland House

South Church Street

George Town

Grand Cayman

KY1-1104

Cayman Islands

 

The address of the principal business office of Heights Capital Management, Inc. is:

 

101 California Street, Suite 3250

San Francisco, California 94111

 

Item 2(c).    Citizenship

 

Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

Item 2(d)     Title of Class of Securities

 

Common shares, no par value

 

Item 2(e)     CUSIP Number

 

92535P873

 

 

 

 

CUSIP No: 92535P873

 

Item 3.     If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

 

(b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ________________

 

Item 4.     Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

 

The number of Shares reported as beneficially owned consists of Shares issuable upon the exercise of warrants to purchase Shares.

 

The Company’s Current Report on Form 8-K, filed on January 12, 2024, indicates there were 2,506,015 Shares outstanding as of December 29, 2023.

 

Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.

 

 

 

 

CUSIP No: 92535P873

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

 

Item 6.     Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7.     Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

 

Not applicable.

 

Item 8.     Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.     Notice of Dissolution of Group

 

Not applicable.

 

Item 10.   Certification

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

CUSIP No: 92535P873

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

 

Dated: February 12, 2024

 

CVI INVESTMENTS, INC.   HEIGHTS CAPITAL MANAGEMENT, INC.

 

By: Heights Capital Management, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed   By: /s/ Brian Sopinsky
    Name: Brian Sopinsky
    Title: Secretary
       

 

By: /s/ Brian Sopinsky  
Name: Brian Sopinsky  
Title: Secretary  

 

 

 

 

CUSIP No: 92535P873

 

EXHIBIT INDEX

 

EXHIBIT   DESCRIPTION
I   Limited Power of Attorney*
II   Joint Filing Agreement*

 

*Previously filed

 

 

 

Get the next $VS alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$VS

DatePrice TargetRatingAnalyst
12/7/2022$2.00Buy → Neutral
H.C. Wainwright
11/23/2021$7.00 → $5.00Buy
HC Wainwright & Co.
7/7/2021$7.00Buy
HC Wainwright & Co.
More analyst ratings

$VS
Press Releases

Fastest customizable press release news feed in the world

See more
  • Versus Systems Extends Partnership with Texas Rangers for 2025 Season

    MIAMI, Feb. 20, 2025 (GLOBE NEWSWIRE) -- Versus Systems Inc. ("Versus" or the "Company") (NASDAQ:VS) is pleased to announce the renewal of its partnership with the Texas Rangers for the 2025 Major League Baseball season. This renewal marks the fourth consecutive year the Texas Rangers have used Versus' Filter Fan Cam and the continuation of a successful collaboration that has enhanced fan engagement during some of the team's most impactful moments. The Filter Fan Cam is a key part of the Texas Rangers' in-game entertainment and was featured during their 2023 and 2024 World Series appearances, including their historic championship win in 2023. Versus' Augmented Reality filters allow fans

    $VS
    EDP Services
    Technology
  • Versus Systems Expands into Brazil, One of the World's Largest Gaming Markets

    MIAMI, Jan. 16, 2025 (GLOBE NEWSWIRE) -- Versus Systems, Inc. (NASDAQ:VS) (the "Company") announces its expansion into Brazil, one of the largest global gaming markets with more than 100 million users and a reputation for embracing cutting-edge technologies. This expansion marks a significant milestone as the Company continues growing its international footprint and leveraging its gamification platform to transform audience engagement across industries. Heading the Company's Expansion into BrazilVersus Systems has appointed Flavio Maria as the Country Manager. Mr. Maria brings extensive expertise in leadership and business strategy, with a strong background in marketing, gaming, startups,

    $VS
    EDP Services
    Technology
  • Versus Systems Inc. Names Luis Goldner as Chief Executive Officer

    VANCOUVER, British Columbia, Oct. 25, 2024 (GLOBE NEWSWIRE) -- Versus Systems Inc. (NASDAQ:VS) (the "Company") announces the appointment of Luis Goldner as Chief Executive Officer, effective immediately. Mr. Goldner succeeds Curtis Wolfe, who served as interim CEO and provided invaluable guidance during the transitional period. Mr. Goldner is a member of the Board of Directors of Versus Systems. Mr. Goldner also serves as a member of the Board of Directors of ASPIS Cyber Technologies, Inc., an affiliate of the largest shareholder of Versus Systems. Mr. Goldner brings extensive experience to Versus Systems, having previously served as Chief Executive Officer of Intralot do Brazil, a public

    $VS
    EDP Services
    Technology

$VS
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$VS
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$VS
Leadership Updates

Live Leadership Updates

See more
  • Versus Systems Inc. Names Luis Goldner as Chief Executive Officer

    VANCOUVER, British Columbia, Oct. 25, 2024 (GLOBE NEWSWIRE) -- Versus Systems Inc. (NASDAQ:VS) (the "Company") announces the appointment of Luis Goldner as Chief Executive Officer, effective immediately. Mr. Goldner succeeds Curtis Wolfe, who served as interim CEO and provided invaluable guidance during the transitional period. Mr. Goldner is a member of the Board of Directors of Versus Systems. Mr. Goldner also serves as a member of the Board of Directors of ASPIS Cyber Technologies, Inc., an affiliate of the largest shareholder of Versus Systems. Mr. Goldner brings extensive experience to Versus Systems, having previously served as Chief Executive Officer of Intralot do Brazil, a public

    $VS
    EDP Services
    Technology
  • Versus Systems Announces New Interim CFO

    LOS ANGELES, July 22, 2024 (GLOBE NEWSWIRE) -- Versus Systems, Inc. (NASDAQ:VS), a pioneering technology company in interactive entertainment and audience engagement solutions, is pleased to announce the appointment of a new interim Chief Financial Officer.  Effective immediately, Geoff Deller has been appointed as the new interim Chief Financial Officer of Versus Systems. Geoff Deller brings with him years of experience in finance and investment banking, as well as broad experience within technology companies, including social media, entertainment and SMS messaging. In addition, Geoff has held various executive and advisory positions, at privately owned companies in multiple industry sec

    $VS
    EDP Services
    Technology
  • Versus Systems Announces Strategic Restructuring, New Interim CEO, and Key Investor Engagement

    VANCOUVER, British Columbia, July 01, 2024 (GLOBE NEWSWIRE) -- Versus Systems, Inc. (NASDAQ:VS), a pioneering technology company in interactive entertainment, is pleased to announce the appointment of a new Interim Chief Executive Officer.  Effective immediately, Curtis Wolfe has been appointed as the new Interim Chief Executive Officer of Versus Systems. Curtis Wolfe brings with him years of experience in technology companies, including online media, ad technologies, and video games. In addition, Curtis is an experienced attorney licensed in Florida and Delaware who teaches Transactional Skills (Mergers and Acquisitions) at the University of Miami School of Law. His leadership is expecte

    $VS
    EDP Services
    Technology

$VS
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more