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What changed in Versus Systems Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Versus Systems Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+157 added−158 removedSource: 10-K (2026-04-15) vs 10-K (2025-03-31)

Top changes in Versus Systems Inc.'s 2025 10-K

157 paragraphs added · 158 removed · 106 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

24 edited+10 added−14 removed49 unchanged
Biggest changeWe are a distributed organization and do not maintain business offices in the United States, which is the country where all our employees reside. Our website address is www.versussystems.com . The information on or accessed through our website is not incorporated in this annual report.
Biggest changeOur common shares are presently quoted on the Nasdaq Capital Market under the symbol “VS”. Our principal executive offices are located at 3500 South DuPont Hwy. Dover, DE 19901, and our telephone number is (424) 226-8588. We are a distributed organization and do not maintain business offices in the United States, which is the country where all our employees reside.
Most of our competitors and our potential competitors have one or more advantages over us, including: ● significantly greater financial and personnel resources; ● stronger brand and consumer recognition; ● longer and larger customer histories, including much more consented first-party data; ● larger datasets from which to derive customer behavior patterns and AI training data; ● the capacity to leverage their marketing expenditures across a broader portfolio of mobile and non-mobile products; ● more substantial intellectual property of their own; ● lower labor and development costs and better overall economies of scale; and ● broader distribution and presence. 2 Government Regulation We are involved in a variety of areas that are subject to governmental oversight.
Most of our competitors and our potential competitors have one or more advantages over us, including: ● significantly greater financial and personnel resources; ● stronger brand and consumer recognition; ● longer and larger customer histories, including much more consented first-party data; ● larger datasets from which to derive customer behavior patterns and AI training data; ● the capacity to leverage their marketing expenditures across a broader portfolio of mobile and non-mobile products; ● more substantial intellectual property of their own; ● lower labor and development costs and better overall economies of scale; and ● broader distribution and presence. 3 Government Regulation We are involved in a variety of areas that are subject to governmental oversight.
We screen for age at registration, we address the issue in our terms of service, and we employ a kick-out procedure during member registration whereby anyone identifying themselves as being under the age of 13 during the process may not register for a player account on our website or participate in any of our online experiences or tournaments without linking their account to that of a parent or guardian. 3 Such regulation would have a material adverse effect on our business and operations.
We screen for age at registration, we address the issue in our terms of service, and we employ a kick-out procedure during member registration whereby anyone identifying themselves as being under the age of 13 during the process may not register for a player account on our website or participate in any of our online experiences or tournaments without linking their account to that of a parent or guardian. 4 Such regulation would have a material adverse effect on our business and operations.
These agreements acknowledge our exclusive ownership of intellectual property developed for us and require that all proprietary information remain confidential. 4 We maintain a program designed to identify technology that is appropriate for patent and trade secret protection, and we file patent applications in the United States and, when appropriate, certain other countries for inventions that we consider significant.
These agreements acknowledge our exclusive ownership of intellectual property developed for us and require that all proprietary information remain confidential. 5 We maintain a program designed to identify technology that is appropriate for patent and trade secret protection, and we file patent applications in the United States and, when appropriate, certain other countries for inventions that we consider significant.
We also have an IP portfolio that can create future licensing and product development opportunities including our recently allowed Artificial Intelligence (“AI”) and Machine Learning (“ML”) series of patent claims.
We also have an IP portfolio that could create future licensing and product development opportunities including our recently allowed Artificial Intelligence (“AI”) and Machine Learning (“ML”) series of patent claims.
As of December 31, 2024, we had numerous pending patent claims with the U.S. Patent and Trademark Office to expand upon our existing portfolio of prizing, promotion and financial technologies that enable brands to reach the rapidly growing competitive gaming audience of players, spectators and broadcasters. As of December 31, 2024, we had been granted seven patents.
As of December 31, 2025, we had pending patent claims with the U.S. Patent and Trademark Office to expand upon our existing portfolio of prizing, promotion and financial technologies that enable brands to reach the rapidly growing competitive gaming audience of players, spectators and broadcasters. As of December 31, 2025, we had been granted seven patents.
We are hopeful that our change in jurisdiction from British Columbia to Delaware, which we expect to effect in the second quarter of 2024, will more appropriately reflect our shift in strategy and will (i) improve our access to capital markets, increase funding and strategic flexibility and reduce the cost of capital, (ii) improve our ability to execute an acquisitive growth strategy using our capital stock as consideration, and (iii) better focus management efforts on each U.S. and international operation and better attract and retain key employees.
We are hopeful that our change in jurisdiction from British Columbia to Delaware, will more appropriately reflect our shift in strategy and will (i) improve our access to capital markets, increase funding and strategic flexibility and reduce the cost of capital, (ii) improve our ability to execute an acquisitive growth strategy using our capital stock as consideration, and (iii) better focus management efforts on each U.S. and international operation and better attract and retain key employees.
With the acquisition of Xcite Interactive in June 2021, we acquired a number of key pieces of technology and relationships that have helped to drive our engagement and rewards business, including a live events fan engagement business that has partnered with professional sports franchises in the National Football League (“NFL”), the National Basketball Association (“NBA”), the National Hockey League (“NHL”) and others to increase audience engagement using interactive gaming functions like trivia, polling, and casual games that can be played alongside live experiences whether a player is at-home, in a restaurant, or in-venue at the event itself.
With the acquisition of Xcite Interactive in June 2021, we acquired a number of key pieces of technology and relationships that have supported the growth and development of the Company’s engagement and rewards platform, including a live events fan engagement business that has partnered with professional sports franchises in the National Football League (“NFL”), the National Basketball Association (“NBA”), the National Hockey League (“NHL”) and others to increase audience engagement using interactive gaming functions like trivia, polling, and casual games that can be played alongside live experiences whether a player is at-home, in a restaurant, or in-venue at the event itself.
United States 100 % Employees The following table summarizes our staff by main category of activity at December 31, 2024 and 2023: Main Activity 2024 2023 Sales, marketing, and business development 1 1 Accounts and operations 2 1 Engineering, product, and design 1 2 General and administrative 1 4 Total 5 8 All of our employees are located in the United States and are predominantly full-time employees.
United States 100 % 7 Employees The following table summarizes our staff by main category of activity at December 31, 2025 and 2024: Main Activity 2025 2024 Sales, marketing, and business development 1 1 Accounts and operations 2 2 Engineering, product, and design 1 1 General and administrative 1 1 Total 5 5 All of our employees are located in the United States and are predominantly full-time employees.
Based on legal research conducted, we believe we are currently in compliance with all applicable state and federal laws and regulations related to our business. We continually monitor our activity and changes in such laws to ensure, to the best extent possible, that we remain in compliance with such laws.
We believe we are currently in compliance with all applicable state and federal laws and regulations related to our business. We continually monitor our activity and changes in such laws to ensure, to the best extent possible, that we remain in compliance with such laws.
ITEM 1. Business Our Mission Our mission is to reinvent the way our customers interact with consumers through live events, games, apps and streaming content by delivering a great brand experience. Our Company We offer a suite of proprietary business-to-business software tools that are meant to drive user engagement through gamification and rewards.
ITEM 1. Business Our Mission Our mission is to reinvent the way our customers interact with consumers through live events, games, apps and streaming content by delivering a great brand experience. Our Company We offer a suite of proprietary business-to-business software solutions designed to enhance user engagement through gamification and rewards.
Our products and games are designed so that end users of our products can earn prizes by registering on our system and completing in-content challenges like trivia, polls, or casual mobile games. Players can use our system to play a variety of games and earn a wide range of prize types, provided by advertisers and sponsors.
The Company’s products are designed to enable end users to be able to earn prizes by registering on our system and completing in-content challenges like trivia, polls, or casual mobile games. Players could use our system to play a variety of games and earn a wide range of prize types, provided by advertisers and sponsors.
Our in-venue fan engagement products are used at a variety of live-event and other entertainment focused properties like stadiums and arenas, but they can also be used at conferences, theme parks, and restaurants to increase audience and customer engagement.
In addition, we offer the following products and services to our potential partners and customers: ● FFC. Our mobile and in-venue fan engagement products are used at a variety of live-event and other entertainment focused properties like stadiums and arenas, but they can also be used at conferences, theme parks, and restaurants to increase audience and customer engagement.
We have invested substantial resources in research and development to enhance our platform features and functionalities and expand the services we offer. We believe the timely development of new, and the enhancement of our existing, services and platform features would enhance our competitive position. We utilize an agile development process to deliver software releases, fixes and updates.
We believe the timely development of new, and the enhancement of our existing, services and platform features would enhance our competitive position. We utilize an agile development process to deliver software releases, fixes and updates.
Content partners, including professional sports teams, can use XEO and FFC in conjunction with their existing video screens, “jumbotrons”, “halo boards”, “main boards”, as well as other branded experiences to reach potential customers with games and interactive experiences that enhance the live event. ● Support and Analytics for Winfinite.
Content partners, including professional sports teams, can use FFC in conjunction with their existing video screens, “jumbotrons”, “halo boards”, “main boards”, as well as other branded experiences to reach potential customers with games and interactive experiences that enhance the live event. ● Winfinite. Winfinite is an interactive advertising tool that increases awareness, affinity, data, and incremental sales.
Corporate History and Structure Versus Systems Inc., a corporation formed under the laws of British Columbia, was formed by way of an amalgamation under the name McAdam Resources, Inc. in the Province of Ontario on December 1, 1988 and subsequently extra-provincially registered in British Columbia on February 2, 1989.
Corporate History and Structure Versus Systems Inc., a corporation formed under the laws of British Columbia, was formed by way of an amalgamation under the name McAdam Resources, Inc. in the Province of Ontario on December 1, 1988 and changed our name to Versus Systems Inc. on June 30, 2016.
Our products, include our in-venue XEO and Filter Fan Cam products for live events, and our new stand-alone “Winfinite” product that can be used by brands, advertising agencies, and content partners to reach potential customers outside of sports venues, on mobile devices.
The Company’s offerings include the in-venue Filter Fan Cam (FFC) platforms for live events, stand-alone “Winfinite” product line that can be used by brands, advertising agencies, and content partners to reach potential customers outside of sports venues, on mobile devices, as well as the “Winfinite” Games, which are customizable web-based casual games.
Our customers are mostly sports teams, venues, and advertising agencies, which typically use our products as part of their live events or as part of an advertising campaign with the goal of engaging fans, increasing consented first-party data, and increasing sales.
The Company’s potential customers primarily include professional sports teams, event venues such as arenas and stadiums, fan engagement and sponsor activation platforms, digital out-of-home media companies, and advertising agencies, which typically use our products as part of their live events or as part of an advertising campaign with the goal of engaging fans, increasing consented first-party data, and increasing sales.
We believe that our small size will provide us some amount of a competitive edge in the near term as we are able to make quick decisions to take advantage of customer preferences and emerging technologies like AI.
We will compete for platform placement based on these factors, as well as our relationship with the content owner, historical performance, perception of sales potential and relationships with owners and licensors of brands, properties and other content. 2 We believe that our small size will provide us some amount of a competitive edge in the near term as we are able to make quick decisions to take advantage of customer preferences and emerging technologies like AI.
In addition, we have a stand-alone gaming and prizing product that we call “Winfinite,” which allows brands, media companies, and advertising agencies to reach out to customers directly on their mobile devices. We license these three software products to teams, ad agencies, and other content creators.
FFC is an Augmented Reality filtering tool that can be used for mobile and in-venue applications. In addition, we have a stand-alone gaming and prizing product that we call “Winfinite,” which allows brands, media companies, and advertising agencies to reach out to customers directly on their mobile devices.
The product is compatible with a number of digital platforms and can be integrated into customers’ existing advertising campaigns. 1 Research and Development Our research and development team, including in-house and as-needed contract resources, consists of technical engineering, product management, and user experience, and is responsible for the design, architecture, creation, and quality of our platform.
Research and Development Our research and development team, including in-house and as-needed contract resources, consists of technical engineering, product management, and user experience, and is responsible for the design, architecture, creation, and quality of our platform. We have invested substantial resources in research and development to enhance our platform features and functionalities and expand the services we offer.
We changed our name to Versus Systems Inc. on June 30, 2016, and concurrently ceased or divested our mining related business and began operating our current software platform business. 5 In June 2021, we completed the acquisition of multimedia, production, and interactive gaming company Xcite Interactive, a provider of online audience engagement through its owned and operated XEO technology platform.
We redomiciled our jurisdiction from British Columbia to Delaware on December 18, 2024. 6 In June 2021, we completed the acquisition of multimedia, production, and interactive gaming company Xcite Interactive, a provider of online audience engagement through its owned and operated XEO technology platform.
The SEC maintains an Internet site ( www.sec.gov ) that contains reports, proxy and information statements, and other information regarding issues that file electronically with the SEC. 6 The following chart reflects our organizational structure (including the jurisdiction of formation or incorporation of the various entities): Name of Subsidiary Country of Incorporation Proportion of Ownership Interest Versus Systems (Holdco), Inc.
The following chart reflects our organizational structure (including the jurisdiction of formation or incorporation of the various entities): Name of Subsidiary Country of Incorporation Proportion of Ownership Interest Versus Systems (Holdco), Inc. United States 81.9 % Versus, LLC United States 81.9 % Xcite Interactive, Inc.
Winfinite is an interactive advertising tool that increases awareness, affinity, data, and incremental sales. It allows content creators, marketers, agencies, and other advertisers to increase customer acquisition and loyalty through a combination of games and rewards.
It allows content creators, marketers, agencies, and other advertisers to increase customer acquisition and loyalty through a combination of games and rewards. The product is compatible with a number of digital platforms and can be integrated into customers’ existing advertising campaigns. ● Winfinite Games. Winfinite Games is our suite of customizable, lightweight web-based casual games.
Removed
Our three largest customers in 2023 were the San Jose Sharks, the Sacramento Kings, and ENT Marketing, a marketing agency that used our platform to promote Coca-Cola products. We now have three principal software products. Our eXtreme Engagement Online or “XEO” platform is designed primarily for in-venue main-board work in stadiums and arenas.
Added
At December 31, 2025 and December 31, 2024, the Company had four and two, respectively, active customers. The Company continues to pursue new customer relationships and expansion opportunities within its core verticals.
Removed
While functional throughout 2024, the "XEO" Platform is currently in a development-only state and is not being used by clients as of 2025. Our Filter Fan Cam (“FFC”) platform is an Augmented Reality filtering tool that can be used for mobile and in-venue applications.
Added
The Company’s largest customers in 2024 included the Texas Rangers and the San Jose Sharks. For the year ended December 31, 2025, the Company’s largest customer was ASPIS, a significant shareholder and we continue to do business with the Texas Rangers. We offer a suite of products centered on “Winfinite” and FFC platforms.
Removed
In September 2024 the Company closed down its operations within the United Kingdom, In October 2024, the Company entered into a $2,500,000 funding agreement with ASPIS Cyber Technologies (“ASPIS”). At that time, ASPIS delivered to the Company $500,000 and agreed to, on or before November 15, 2024, deliver to the Company an additional $2,000,000.
Added
We license these software products to teams, ad agencies, and other content creators. During 2025, the Company made progress in establishing operations and partnerships in Brazil, a new target market expected to begin generating revenue in the near term. Brazil represents one of the largest sports and live events markets globally, with a highly engaged consumer base.
Removed
However, the Company has informally agreed to defer the $2,000,000 until Nasdaq has progressed further with its review of the Company’s plan. Pursuant to that agreement, the Company issued to ASPIS a senior convertible promissory note in the principal amount of the total amount funded.
Added
The Company has engaged in discussions with major soccer franchises, professional leagues, festival promoters, and rights holders across multiple event categories. The Company has also implemented cybersecurity solutions provided by Aspis Cyber Technologies, Inc., to strengthen the security of its websites and technology infrastructure.
Removed
The note provides that upon approval by the Company’s shareholders and the Company’s redomiciling to Delaware the amount funded to date plus, at ASPIS’s option, any accrued and unpaid interest thereon, will be converted into units of the Company, each equal to (a) one common share of the Company and (b) a warrant to purchase one-half of one Common Share at a purchase price of $4.00 per one whole share, exercisable for five years.
Added
In addition, the Company has initiated an ongoing project to develop new intellectual property aimed at enhancing and modernizing its technology portfolio. These initiatives are intended to strengthen the Company’s competitive position over time. Management continues to focus on expanding customer relationships, enhancing its technology offerings, and pursuing new opportunities in key markets such as Brazil.
Removed
As a result of the Company becoming a Delaware corporation, 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.
Added
The Company believes these initiatives, together with ongoing cost discipline and strategic partnerships, may support improved financial performance in future periods. 1 Our Products and Services On April 30, 2025, pursuant to the Technology License and Software Development Agreement (the “License Agreement”) with ASPIS Cyber Technologies, Inc.
Removed
Our Products and Services We provide the following products and services to our partners and customers: ● Analytics and support for in-venue products XEO and FFC.
Added
(“ASPIS”), the Company delivered a functional license for its gamification, engagement, and QR code technology. Under the License Agreement, the Initial Term is non-cancellable for twelve (12) months commencing April 30, 2025, with monthly license fees of $165,000 payable regardless of use.
Removed
We will compete for platform placement based on these factors, as well as our relationship with the content owner, historical performance, perception of sales potential and relationships with owners and licensors of brands, properties and other content.
Added
ASPIS will pay for any required technology modifications, improvements, and developments to Versus’ technology in addition to the license fee. The Company retains ownership of the technology, and ASPIS holds an exclusive license to use it in the cybersecurity industry so long as ASPIS continues to pay the monthly license fee.
Removed
We changed our name to Boulder Mining Corporation on May 9, 1995 in Ontario and on September 25, 1996 in British Columbia. We continued into British Columbia on January 2, 2007 and concurrently changed our name to Opal Energy Corp.
Added
These games can be mounted and customized in any web experience to enhance brand engagement and affinity. Our suite provides gaming experiences ranging from sports (basketball, football, American football, hockey) to match-3, to downhill racers, card games, midway games, and trivia.
Removed
On December 24, 2024 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.
Added
Our website address is www.versussystems.com . The information on or accessed through our website is not incorporated in this annual report. The SEC maintains an Internet site ( www.sec.gov ) that contains reports, proxy and information statements, and other information regarding issues that file electronically with the SEC.
Removed
Our common shares are presently quoted on the Nasdaq Capital Market under the symbol “VS”. In April 2024, the bid price of our common shares closed below the Nasdaq minimum $1.00 per share requirement and on August 22, 2024 we received notifications of noncompliance from Nasdaq.
Removed
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we were afforded until February 18, 2025 to regain compliance with the bid price requirement, which required that our common shares close at a price of at least $1.00 per share for a minimum of 10 consecutive trading days.
Removed
On December 23, 2024, Nasdaq notified us that we had regained compliance with the minimum bid price requirement. Our principal executive offices are located at 3500 South DuPont Hwy. Dover, DE 19901, and our telephone number is (604) 639-4457.
Removed
United States 98.59 % Versus, LLC United States 98.59 % Xcite Interactive, Inc.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

43 edited+22 added−7 removed176 unchanged
Biggest changeThe adoption of new laws or regulations relating to the internet, or applications or interpretations of existing laws, could decrease the growth in the use of the internet, decrease the demand for our services, increase our cost of doing business or could otherwise have a material adverse effect on our business, revenues, operating results and financial condition. 18 Risks Related to Our Common Shares and Our Warrants If we are unable to regain compliance with the listing requirements of the Nasdaq Capital Market, our common stock may be delisted from the Nasdaq Capital Market which could have a material adverse effect on our financial condition and could make it difficult for you to sell your shares.
Biggest changeRisks Related to Our Common Shares If we are not in compliance with the listing requirements of the Nasdaq Capital Market in the future, our common stock may be delisted from the Nasdaq Capital Market which could have a material adverse effect on our financial condition and could make it difficult for you to sell your shares.
Any number of factors could potentially negatively affect user retention, growth, and engagement, including if: ● users increasingly engage with competing products; ● we fail to introduce new and improved products or if we introduce new products or services that are not favorably received; ● we are unable to successfully balance our efforts to provide a compelling user experience with the decisions made by us with respect to the frequency, prominence, and size of ads and other commercial content that we display; ● there are changes in user sentiment about the quality or usefulness of our products or concerns related to privacy and sharing, safety, security, or other factors; ● we are unable to manage and prioritize information to ensure users are presented with content that is interesting, useful, and relevant to them; ● there are adverse changes in our products that are mandated by legislation, regulatory authorities, or litigation, including settlements or consent decrees; ● technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience; ● we adopt policies or procedures related to areas such as sharing our user data that are perceived negatively by our users or the general public; 12 ● we fail to provide adequate customer service to users, developers, or advertisers; or ● we, our software developers, or other companies in our industry are the subject of adverse media reports or other negative publicity.
Any number of factors could potentially negatively affect user retention, growth, and engagement, including if: ● users increasingly engage with competing products; ● we fail to introduce new and improved products or if we introduce new products or services that are not favorably received; ● we are unable to successfully balance our efforts to provide a compelling user experience with the decisions made by us with respect to the frequency, prominence, and size of ads and other commercial content that we display; ● there are changes in user sentiment about the quality or usefulness of our products or concerns related to privacy and sharing, safety, security, or other factors; ● we are unable to manage and prioritize information to ensure users are presented with content that is interesting, useful, and relevant to them; ● there are adverse changes in our products that are mandated by legislation, regulatory authorities, or litigation, including settlements or consent decrees; ● technical or other problems prevent us from delivering our products in a rapid and reliable manner or otherwise affect the user experience; ● we adopt policies or procedures related to areas such as sharing our user data that are perceived negatively by our users or the general public; 13 ● we fail to provide adequate customer service to users, developers, or advertisers; or ● we, our software developers, or other companies in our industry are the subject of adverse media reports or other negative publicity.
Based on our limited experience in developing and marketing our existing products and services as well as launching new products, we may not be able to effectively: ● drive adoption of our current and future products and services; ● attract and retain customers for our products and services; ● provide appropriate levels of customer training and support for our products and services; ● implement an effective marketing strategy to promote awareness of our products and services; ● develop, manufacture and commercialize new products or achieve an acceptable return on our manufacturing or research and development efforts and expenses; ● anticipate and adapt to changes in our market or predict future performance; ● accommodate customer expectations and demands with respect to our products and services; ● grow our market share by marketing and selling our products and services to new and additional market segments; ● maintain and develop strategic relationships with vendors to acquire necessary information to our existing or future products and services; ● adapt or scale our activities to meet potential demand at a reasonable cost; ● avoid infringement and misappropriation of third-party intellectual property; 8 ● obtain any necessary licenses to third-party intellectual property on commercially reasonable terms; ● obtain valid and enforceable patents that give us a competitive advantage; ● protect our proprietary technology; and ● attract, retain and motivate qualified personnel.
Based on our limited experience in developing and marketing our existing products and services as well as launching new products, we may not be able to effectively: ● drive adoption of our current and future products and services; ● attract and retain customers for our products and services; ● provide appropriate levels of customer training and support for our products and services; ● implement an effective marketing strategy to promote awareness of our products and services; ● develop, manufacture and commercialize new products or achieve an acceptable return on our manufacturing or research and development efforts and expenses; ● anticipate and adapt to changes in our market or predict future performance; ● accommodate customer expectations and demands with respect to our products and services; ● grow our market share by marketing and selling our products and services to new and additional market segments; ● maintain and develop strategic relationships with vendors to acquire necessary information to our existing or future products and services; ● adapt or scale our activities to meet potential demand at a reasonable cost; ● avoid infringement and misappropriation of third-party intellectual property; 9 ● obtain any necessary licenses to third-party intellectual property on commercially reasonable terms; ● obtain valid and enforceable patents that give us a competitive advantage; ● protect our proprietary technology; and ● attract, retain and motivate qualified personnel.
Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our common shares and warrants.
Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our common shares.
While our common shares and Unit A Warrants are not currently considered “penny stock” because they are listed on The Nasdaq Capital Market, if we are unable to maintain that listing and our common shares and/or our Unit A Warrants are no longer listed on The Nasdaq Capital Market, unless we maintain a per-share price above $5.00, our common shares and/or Unit A Warrants will be considered “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks.
While our common shares are not currently considered “penny stock” because they are listed on The Nasdaq Capital Market, if we are unable to maintain that listing and our common shares are no longer listed on The Nasdaq Capital Market, unless we maintain a per-share price above $5.00, our common shares will be considered “penny stock.” These rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers must determine the appropriateness for non-qualifying persons of investments in penny stocks.
We cannot predict or estimate the amount of additional future costs we will incur as a public company or the timing of such costs. Changes to tax laws may have an adverse impact on us and holders of our common shares.
We cannot predict or estimate the amount of additional future costs we will incur as a public company or the timing of such costs. 25 Changes to tax laws may have an adverse impact on us and holders of our common shares.
The failure of these third parties to provide adequate services and technologies, the failure of third parties to adequately maintain or update their services and technologies or the misappropriation or misuse of this information or intellectual property could result in a disruption to our business operations or an adverse effect on our reputation, and may negatively impact our business. 14 If we fail to keep our existing users, to acquire new users, to successfully implement an award-prizes model for our user community, our business, profitability and prospects may be adversely affected.
The failure of these third parties to provide adequate services and technologies, the failure of third parties to adequately maintain or update their services and technologies or the misappropriation or misuse of this information or intellectual property could result in a disruption to our business operations or an adverse effect on our reputation, and may negatively impact our business. 15 If we fail to keep our existing users, to acquire new users, to successfully implement an award-prizes model for our user community, our business, profitability and prospects may be adversely affected.
Our inability to replace such software, or to replace such software in a timely or cost-effective manner, could materially adversely affect our results of operations. 15 Third parties may register trademarks or domain names or purchase internet search engine keywords that are similar to our trademarks, brands or websites, or misappropriate our data and copy our platform, all of which could cause confusion to our users, divert online customers away from our products and services or harm our reputation.
Our inability to replace such software, or to replace such software in a timely or cost-effective manner, could materially adversely affect our results of operations. 16 Third parties may register trademarks or domain names or purchase internet search engine keywords that are similar to our trademarks, brands or websites, or misappropriate our data and copy our platform, all of which could cause confusion to our users, divert online customers away from our products and services or harm our reputation.
We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404. 22 During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective.
We may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and compile the system and process documentation necessary to perform the evaluation needed to comply with Section 404. 24 During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective.
The report of our independent registered public accounting firm on our consolidated financial statements for the years ended December 31, 2024 and 2023 stated that our recurring losses from operations, accumulated deficit as of December 31, 2024, inability to achieve positive cash flows from operations and inability to fund day to day activities through operations indicates that a material uncertainty exists that may cast significant doubt on our ability to continue as a going concern.
The report of our independent registered public accounting firm on our consolidated financial statements for the years ended December 31, 2025 and 2024 stated that our recurring losses from operations, accumulated deficit as of December 31, 2025, inability to achieve positive cash flows from operations and inability to fund day to day activities through operations indicates that a material uncertainty exists that may cast significant doubt on our ability to continue as a going concern.
Further, if we raise additional funds by way of a rights offering or through the issuance of new shares, any shareholders who are unable or unwilling to participate in such an additional round of fund raising may suffer dilution in their investment. 10 We may not have sufficient capital to fund our ongoing operations, effectively pursue our strategy or sustain our initiatives.
Further, if we raise additional funds by way of a rights offering or through the issuance of new shares, any shareholders who are unable or unwilling to participate in such an additional round of fund raising may suffer dilution in their investment. 11 We may not have sufficient capital to fund our ongoing operations, effectively pursue our strategy or sustain our initiatives.
Additionally, any delay in the development, acquisition, marketing or launch of a new offering or enhancement to an existing offering could result in customer attrition or impede our ability to attract new customers, causing a decline in our revenue or earnings. 11 We have made significant investments in new products and services that may not achieve expected returns.
Additionally, any delay in the development, acquisition, marketing or launch of a new offering or enhancement to an existing offering could result in customer attrition or impede our ability to attract new customers, causing a decline in our revenue or earnings. 12 We have made significant investments in new products and services that may not achieve expected returns.
Further, the process of exploring, reviewing, and pursuing strategic alternatives could adversely impact our business or the price of its common shares. 16 Risks Related to International Operations We are subject to foreign exchange and currency risks that could adversely affect our operations, and our ability to mitigate our foreign exchange risk through hedging transactions may be limited.
Further, the process of exploring, reviewing, and pursuing strategic alternatives could adversely impact our business or the price of its common shares. 17 Risks Related to International Operations We are subject to foreign exchange and currency risks that could adversely affect our operations, and our ability to mitigate our foreign exchange risk through hedging transactions may be limited.
Any failure to receive dividends or distributions from our subsidiaries when needed could have a material adverse effect on our business, results of operations or financial condition. 13 Our insurance coverage may not adequately protect us against all future risks, which may adversely affect our business and prospects.
Any failure to receive dividends or distributions from our subsidiaries when needed could have a material adverse effect on our business, results of operations or financial condition. 14 Our insurance coverage may not adequately protect us against all future risks, which may adversely affect our business and prospects.
In addition, we may be subject to fines, penalties, and potential litigation if we fail to comply with applicable privacy regulations, any of which could adversely affect our business, liquidity and results of operations. 17 Our results of operations could be affected by natural events in the locations in which we operate or where our customers or suppliers operate.
In addition, we may be subject to fines, penalties, and potential litigation if we fail to comply with applicable privacy regulations, any of which could adversely affect our business, liquidity and results of operations. 18 Our results of operations could be affected by natural events in the locations in which we operate or where our customers or suppliers operate.
Any of these factors could have a significant and adverse impact on the market prices of our common shares and/or our Unit A Warrants. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies.
Any of these factors could have a significant and adverse impact on the market prices of our common shares. In addition, the stock market in general has at times experienced extreme volatility and rapid decline that has often been unrelated or disproportionate to the operating performance of particular companies.
A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us could depress the price of our common shares and/or Unit A Warrants regardless of our business, prospects, financial conditions or results of operations.
A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us could depress the price of our common shares regardless of our business, prospects, financial conditions or results of operations.
As we are a reporting company under the Exchange Act, we will be obligated to develop and maintain proper and effective internal controls over financial reporting and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common shares.
See “Dividend Policy.” As we are a reporting company under the Exchange Act, we will be obligated to develop and maintain proper and effective internal controls over financial reporting and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common shares.
The market prices of our common shares and Unit A Warrants have experienced significant price and volume fluctuations and the prices of such securities are likely to be highly volatile in the future. You may not be able to resell our common shares or Unit A Warrants following periods of volatility because of the market’s adverse reaction to volatility.
The market prices of our common shares have experienced significant price and volume fluctuations and the prices of such securities are likely to be highly volatile in the future. You may not be able to resell our common shares following periods of volatility because of the market’s adverse reaction to volatility.
The market values of our common shares and/or Unit A Warrants at the time of the proposed acquisition may vary significantly from their prices on the date the acquisition target was identified. In addition, broad market and industry factors may materially harm the market price of our common shares and/or Unit A Warrants irrespective of our operating performance.
The market values of our common shares at the time of the proposed acquisition may vary significantly from their prices on the date the acquisition target was identified. In addition, broad market and industry factors may materially harm the market price of our common irrespective of our operating performance.
These broad market fluctuations may adversely affect the trading prices of our common shares and/or Unit A Warrants, regardless of our actual operating performance. 20 Two shareholders own a significant percentage of our common shares and will be able to exert significant control over matters subject to shareholder approval.
These broad market fluctuations may adversely affect the trading prices of our common shares, regardless of our actual operating performance. 22 Two shareholders own a significant percentage of our common shares and will be able to exert significant control over matters subject to shareholder approval.
No assurance can be given that an active market in our common shares will develop or be sustained. 19 The market prices of our common shares and Unit A Warrants are likely to be highly volatile because of several factors, including a limited public float.
No assurance can be given that an active market in our common shares will develop or be sustained. 21 The market prices of our common shares are likely to be highly volatile because of several factors, including a limited public float.
While we believe that the Continuance will result in operational, administrative and other benefits that significantly outweigh the related costs and expenses, we cannot assure you that those benefits will be realized. 21 If the benefits of any proposed acquisition do not meet the expectations of investors, shareholders or financial analysts, the market price of our common shares and/or Unit A Warrants may decline.
While we believe that the Continuance will result in operational, administrative and other benefits that significantly outweigh the related costs and expenses, we cannot assure you that those benefits will be realized. 23 If the benefits of any proposed acquisition do not meet the expectations of investors, shareholders or financial analysts, the market price of our common shares could decline.
If the benefits of any proposed acquisition do not meet the expectations of investors or securities analysts, the market price of our common shares and/or Unit A Warrants prior to the closing of the proposed acquisition may decline.
If the benefits of any proposed acquisition do not meet the expectations of investors or securities analysts, the market price of our common shares prior to the closing of the proposed acquisition may decline.
These actions may be taken even if they are opposed by our other shareholders. See “Principal Shareholders” for more information. Our common shares have in the past been a “penny stock” under SEC rules, and our Unit A Warrants may be subject to the “penny stock” rules in the future.
These actions may be taken even if they are opposed by our other shareholders. See “Principal Shareholders” for more information. Our common shares have in the past been a “penny stock” under SEC rules.
Of the approximately 4,901,677 common shares outstanding as of December 31, 2024, approximately 3,176,372 shares were tradable without restriction. Given the limited trading of our common shares, resale of even a small number of our common shares pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our common shares.
Of the approximately 4,901,677 common shares outstanding as of December 31, 2025, approximately 1,725,963 shares were tradable without restriction. Given the limited trading of our common shares, resale of even a small number of our common shares pursuant to Rule 144 or an effective registration statement may adversely affect the market price of our common shares.
Purchasers of our common shares should consult their tax advisors regarding the potential tax consequences associated with the acquisition, holding and disposition of our common shares in their circumstances. ITEM 1B. Unresolved Staff Comments None.
Purchasers of our common shares should consult their tax advisors regarding the potential tax consequences associated with the acquisition, holding and disposition of our common shares in their circumstances.
In addition, we may be unable to meet other applicable listing requirements. The trading price of our common shares has been and is likely to continue to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. Our share price is highly volatile.
The trading price of our common shares has been and is likely to continue to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. Our share price is highly volatile.
You could lose all or a significant portion of your investment due to any of these risks and uncertainties. 7 Risks Related to Our Business As we have incurred recurring losses and negative operating cash flows since our inception, and there is no assurance that we will be able to continue as a going concern absent additional financing, which we may not be able to obtain on favorable terms or at all.
Risks Related to Our Business As we have incurred recurring losses and negative operating cash flows since our inception, and there is no assurance that we will be able to continue as a going concern absent additional financing, which we may not be able to obtain on favorable terms or at all.
The additional burdens imposed upon broker dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities.
The additional burdens imposed upon broker dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common shares and may affect your ability to resell our common shares.
We can give no assurance at what time, if ever, our common shares or our Unit A Warrants will not be classified as a “penny stock” in the future. We may continue to be subject to Canadian income tax liabilities that may adversely affect our working capital.
For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if ever, our common shares will not be classified as a “penny stock” in the future. We may continue to be subject to Canadian income tax liabilities that may adversely affect our working capital.
During the period from January 1, 2023 to December 31, 2024, the closing price of our common shares ranged from a high of $3.95 per share to a low of $1.09 per share.
During the period from January 1, 2025 to December 31, 2025, the closing price of our common shares ranged from a high of $2.81 per share to a low of $1.21 per share.
There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us.
There may be additional risks and uncertainties that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.
Any of these unintended consequences will likely have a material adverse impact on our business, financial condition, and results of operations. 9 Future acquisitions or strategic investments could disrupt our business and harm our business, results of operations or financial condition.
If these risks materialize, they could have a material adverse impact on our business, financial condition, and results of operations 10 Future acquisitions or strategic investments could disrupt our business and harm our business, results of operations or financial condition.
Our ability to obtain additional financing will be subject to a number of factors, including market conditions, our operating performance and investor sentiment.
Our future is dependent upon our ability to obtain financing and upon future profitable operations from the sale of our existing and future products. 8 Our ability to obtain additional financing will be subject to a number of factors, including market conditions, our operating performance and investor sentiment.
Therefore, any return investors in our common shares may have will be in the form of appreciation, if any, in the market value of their common shares. See “Dividend Policy.” Holders of our warrants have no rights as a common shareholder until they acquire our common shares.
Therefore, any return investors in our common shares may have will be in the form of appreciation, if any, in the market value of their common shares.
We expect to continue to incur substantial losses and negative cash flow from operations for the foreseeable future. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the sale of our existing and future products.
We expect to continue to incur substantial losses and negative cash flow from operations for the foreseeable future.
This may make comparison of our consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. 23 We will continue to incur increased costs as a result of operating as a reporting company under the Exchange Act, and our management will continue to be required to devote substantial time to compliance with our reporting company responsibilities and corporate governance practices.
This may make comparison of our consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments. For these reasons, penny stocks may have a limited market and, consequently, limited liquidity.
Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.
If we continue to sustain losses over an extended period of time, we may be unable to continue our business. Our recent organizational changes and cost cutting measures are beginning to show promise, however may not be successful. Since January 2024, we have strategically realigned the focus of the business.
Our recent organizational changes and cost cutting measures are beginning to show promise, however may not be successful. Since January 2024, we have undertaken a strategic realignment of the business, including changes to our leadership and operating structure to support a more focused growth strategy.
If we fail to satisfy one or more of the requirements, we may be delisted from the Nasdaq Capital Market. We are currently not in compliance with the annual meeting of shareholders threshold, however, have been granted an extension until June 30 th 2025 to regain compliance.
If we fail to satisfy one or more of the requirements, we may be delisted from the Nasdaq Capital Market. During 2025, we were previously not in compliance with the annual meeting of shareholders threshold, but subsequently regained compliance within the permitted cure period, including by holding the required annual meeting on June 20, 2025.
As a result of the loss of services of a significant percentage of our personnel, including nearly all of our full-time engineering staff, we may be unable to continue our operations and meet our ongoing obligations.
Prior significant reductions in workforce may, however, limit our ability to resume suspended development activities or pursue new initiatives. Rebuilding critical capabilities may require hiring qualified personnel, potentially resulting in additional and unanticipated costs. The loss of a substantial portion of our personnel, including nearly all full-time engineering staff, may impair our ability to continue operations or meet ongoing obligations.
There can be no assurance, however, that we will be able to regain compliance with Nasdaq rules, and even if we do, there can be no assurance that we will be able to maintain compliance with the continued listing requirements or that our common stock will not be delisted in the future.
Delisting also could have other negative results, including the potential loss of employee confidence, the loss of institutional investors or interest in business development opportunities. There can be no assurance that we will be able to maintain compliance with all Nasdaq continued listing standards in the future.
Removed
To achieve this, we changed our operating team, fostering a new energy and growth mindset to the company. This initiative began in June of 2024 with the addition of the new interim CEO and CFO.
Added
If we continue to sustain losses over an extended period of time, we may be unable to continue our business. We derive a significant portion of our revenue from a limited number of customers, including related parties, and therefore are subject to customer concentration and collectability risks.
Removed
The CFO was made permanent later in the year and the then CEO completed their tasks and transitioned to a new position, installing a new and permanent CEO to steer the company into the future.
Added
A significant portion of the Company’s revenue is derived from a limited number of customers, including related parties. As a result, the Company’s operating results, financial condition, and cash flows are dependent on the continued engagement and financial stability of these customers.
Removed
This new management team since taking over, has opened new offices and a sales team in Brazil and has a clear vision to grow the company in this market, whilst renewing existing contracts with existing and prior customers in the US. This is an exciting time for Versus and the company is making headway in its new strategy implementation.
Added
The loss of, or a significant reduction in business from, one or more of these customers could have a material adverse effect on the Company’s results of operations and liquidity. In addition, the concentration of revenue with a small number of customers increases the Company’s exposure to credit risk.
Removed
Although changes to date have been positive, we may also discover the prior major reductions in workforce and cost cutting measures may make it difficult for us to resume development activities we have suspended or pursue new initiatives, requiring us to hire qualified replacement personnel, which may require us to incur additional and unanticipated costs and expenses.
Added
To the extent that any of these customers experience financial difficulty or delay in payment, the Company’s ability to collect outstanding receivables may be adversely affected, which could impact cash flows and require the Company to record additional allowances for credit losses.
Removed
We shall be hosting an annual meeting by such time, which will correct our non-compliance and enable our continued listing on Nasdaq and the requirement that we should have held a 2024 annual meeting of shareholders. In the event we do not regain compliance with those requirements, our securities may be delisted from Nasdaq.
Added
Management monitors customer creditworthiness and payment trends on an ongoing basis; however, there can be no assurance that such measures will fully mitigate the risks associated with customer concentration. The Company continues to evaluate opportunities to diversify its customer base, although there can be no assurance that these efforts will be successful.
Removed
These requirements may restrict the ability of broker-dealers to sell our common shares or our warrants and may affect your ability to resell our common shares and our Unit A Warrants. Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks.
Added
The current management team has expanded our presence by establishing a contractor-based sales presence in Brazil, while also working to renew relationships with existing and former customers in the United States. Early progress has been encouraging as we advance the implementation of our strategic initiatives.
Removed
Until you acquire our common shares upon exercise of your warrants, you have no rights as a shareholder in respect of the common shares underlying such warrants. Upon exercise of your warrants, you will be entitled to exercise the rights of a common shareholder only as to matters for which the record date occurs after the exercise date.
Added
The adoption of new laws or regulations relating to the internet, or applications or interpretations of existing laws, could decrease the growth in the use of the internet, decrease the demand for our services, increase our cost of doing business or could otherwise have a material adverse effect on our business, revenues, operating results and financial condition. 19 We have identified material weaknesses in our internal control over financial reporting.
Added
If we are unable to maintain effective internal controls, the accuracy and timeliness of our financial reporting may be materially adversely affected, which could cause the market price of our common stock to decline, lessen investor confidence and harm our business. As a public company, we are subject to significant requirements for enhanced financial reporting and internal controls.
Added
The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.
Added
The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business.
Added
Our ability to comply with the annual internal control reporting requirements will depend on the effectiveness of our financial reporting and data systems and controls across our company.
Added
As previously disclosed in the Company’s Form 12b-25 filed on April 1, 2026, in the first quarter of 2026, the Audit Committee of the Company’s Board of Directors conducted an internal investigation and determined that fraudulent activity involving the Company’s former Chief Financial Officer had occurred and that there were material weaknesses in the Company’s internal control over financial reporting as of December 31, 2025.
Added
For more information about the fraudulent activity and a promissory note that was executed by the former Chief Financial Officer in connection therewith, please see Notes 11 and 12 to our consolidated financial statements for the year ended December 31, 2025, which disclosure is incorporated herein by reference, and for more information about the material weaknesses in internal control over financial reporting and the Company’s remedial actions, please see Part II, Item 9A.
Added
Controls and Procedures of this Form 10-K, which disclosure is incorporated herein by reference.
Added
There can be no assurance that our remediation efforts will be successful, that additional fraudulent activity has not occurred beyond the isolated activity identified by management and thoroughly investigated and confirmed by the Audit Committee or that the related promissory note will be collected in part or in full.
Added
If our remediation efforts are insufficient or are not completed in a timely manner, or if additional material weaknesses in our internal control over financial reporting are identified or occur in the future, our operating results could be harmed and we could fail to meet our financial reporting obligations, or our consolidated financial statements may contain material misstatements and we could be required to restate our financial results, which could materially and adversely affect our business, results of operations and financial condition, restrict our future access to the capital markets, require us to expend significant resources to correct the material weaknesses, subject us to fines, penalties or judgments, reduce the price of our common stock, harm our reputation or otherwise cause a decline in investor confidence in the accuracy and completeness of our reported financial information.
Added
As a result, we are currently in compliance with applicable Nasdaq listing requirements. 20 We are currently not in compliance with Nasdaq’s stockholders’ equity requirement and expect to receive formal notification of non-compliance from Nasdaq shortly after filing this Form 10-K.
Added
We will have 45 calendar days from the date the notice is delivered from Nasdaq to provide to Nasdaq a compliance plan for regaining (and maintaining) compliance with the $2.5 million stockholders’ equity threshold. Acceptance of the plan is at Nasdaq’s discretion.
Added
If the Company’s plan is accepted, Nasdaq will grant the Company an extension of up to 180 calendar days from the date the Company received the notice of deficiency. However, if the Company does not then timely regain compliance, the stock will be delisted.
Added
If we are unable to maintain such compliance, our securities may be delisted from Nasdaq.
Added
Delisting from the Nasdaq Capital Market may adversely affect our ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of investors to trade our securities and may negatively affect the value and liquidity of our common stock.
Added
We will continue to incur increased costs as a result of operating as a reporting company under the Exchange Act, and our management will continue to be required to devote substantial time to compliance with our reporting company responsibilities and corporate governance practices.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity Risk management and strategy We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data. 24 Managing Material Risks & Integrated Overall Risk Management We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management.
Biggest changeITEM 1C. Cybersecurity Risk management and strategy We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.
These partnerships enable us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our collaboration with these third parties includes regular audits, threat assessments, and consultation on security enhancements.
These partnerships enable us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our collaboration with these third parties includes threat assessments and consultation on security enhancements.
Engage Third parties on Risk Management Recognizing the complexity and evolving nature of cybersecurity threats, we have engaged with a range of external experts, including cybersecurity assessors, consultants, and auditors in evaluating and testing our risk management systems in an ongoing and as needed basis.
Recognizing the complexity and evolving nature of cybersecurity threats, we have engaged with a range of external experts, including cybersecurity assessors, and consultants in evaluating and testing our risk management systems in an ongoing and as needed basis.
Our Chief Technology Officer (CTO) evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs.
Managing Material Risks & Integrated Overall Risk Management We have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. Our Chief Technology Officer (CTO) evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs.
Oversee Third-party Risk Because we are aware of the risks associated with third-party service providers, we implement stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes quarterly assessments by our CTO.
Company accounts have strong passwords and two factor authentication, where available. ● Third-Party Risk Management: We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards.
Removed
This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties. Risks from Cybersecurity Threats We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing. Governance The Board of Directors is acutely aware of the critical nature of managing risks associated with cybersecurity threats.
Added
The Company’s cybersecurity risk management strategy focus on: ● Technical Safeguards: The Company implements technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats. The company uses a managed antivirus platform to scan for viruses, manage patching and updates, and provide remote support and monitoring tools.
Removed
The Board has established oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats because we recognize the significance of these threats to our operational integrity and stakeholder confidence, Board of Directors Oversight The Audit Committee is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for this domain.
Added
This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties ● Incident Response and Recovery Planning: The Company has established and maintains comprehensive incident response, business continuity, and disaster recovery plans designed to address the Company’s response to a cybersecurity incident.
Removed
The Audit Committee is composed of board members with diverse expertise including, risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively. 25 Management’s Role Managing Risk The CTO and the Chief Executive Officer (“CEO”) play a pivotal role in informing the Audit Committee on cybersecurity risks.
Added
Risks from Cybersecurity Threats As of the date of this report, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected our business strategy, results of operations, or financial condition, nor in our view, are such threats currently or reasonably likely to materially affect the Company. 26 Governance Acknowledging the critical importance of cybersecurity, our management and Board are dedicated to maintaining the trust and confidence of our business partners and employees.
Added
Our executive officers manage the day-to-day material risks we face, adopting a cross-functional approach to address cybersecurity risks by identifying, preventing, and mitigating cybersecurity threats and effectively responding to incidents when they occur. The CTO and the Chief Executive Officer (“CEO”) play a pivotal role in informing the Audit Committee on cybersecurity risks.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. Properties We are a distributed organization and do not maintain a central office that at which our employees work. Our employees primarily work from home or from coworking spaces. We do not intend to lease additional office space.
Biggest changeITEM 2. Properties We are a distributed organization and do not maintain a central location at which our employees work. Our employees primarily work from home or from coworking spaces. We believe our current arrangements are adequate for our needs and do not anticipate any difficulty in continuing to support our operations as the business evolves.
Removed
We believe our facilities are adequate for our current needs and we do not believe we will encounter any difficulty in extending the terms of the lease by which we occupy our office.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeWe may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention. ITEM 4.
Biggest changeWe may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.
Removed
Mine Safety Procedures Not applicable. 26 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeOn March 26, 2025, the closing price of our common shares on Nasdaq was $2.35 and the closing price of our Unit A Warrants on Nasdaq was $0.065. Holders As at December 31, 2024, the registrar and transfer agent for our common shares reported that there were 4,901,677 common shares issued and outstanding.
Biggest changeThe Company's Unit A Warrants expired and were removed from trading on Nasdaq in January 2026. Holders As of December 31, 2025, the registrar and transfer agent for our common shares reported that there were 4,901,677 common shares issued and outstanding.
Equity Compensation Plan Information The following table provides information as of December 31, 2024, regarding our compensation plans under which equity securities are authorized for issuance: Plan category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (a) (b) (c) Equity compensation plans approved by security holders 2,555 $ 64.99 373,347 Equity compensation plans not approved by security holders — — — Total 2,555 $ 64.99 373,347 ITEM 6.
Equity Compensation Plan Information The following table provides information as of December 31, 2025, regarding our compensation plans under which equity securities are authorized for issuance: Plan category Number of Securities to be Issued Upon Exercise of Outstanding Options Warrants and Rights Weighted- Average Exercise Price of Outstanding Options Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (a) (b) (c) Equity compensation plans approved by security holders 401,557 $ 2.57 373,347 Equity compensation plans not approved by security holders — — — Total 401,557 $ 2.57 373,347
The 4,807,303 common shares were registered to 123 shareholders in the U.S., one of which is CEDE & Co. 26,488 of our common shares, held by nine Shareholders, were registered to residents of other foreign countries. Dividends We have not declared any common share dividends to date.
The 4,870,103 common shares were registered to 72 shareholders in the U.S., one of which is CEDE & Co. 25,925 of our common shares, held by three Shareholders, were registered to residents of other foreign countries. Dividends We have not declared any common share dividends to date.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES Market Information for Common Shares and Unit A Warrants Our common shares and Unit A Warrants are presently quoted on Nasdaq, under the symbol “VS” and “VSSYW,” respectively.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES Market Information for Common Shares and Unit A Warrants Our common shares are presently quoted on Nasdaq, under the symbol “VS”. On April 13, 2026, the closing price of our common shares on Nasdaq was $1.06.
The 94,374 common shares were registered to 27 shareholders in Canada, one of which is CDS & Co. 4,807,303 of our common shares were registered to residents of the U.S., including 1,673,138 common shares registered to CEDE & Co., which is a nominee of Depository Trust Company.
Of these, 5,649 were registered to Canadian residents, including 5,260 common shares held by Computershare as trustee on behalf of shareholders who have not yet exchanged their shares. 4,870,103 of our common shares were registered to residents of the U.S., including 1,718,485 common shares registered to CEDE & Co., which is a nominee of Depository Trust Company.
Removed
Of these, 94,374 were registered to Canadian residents, including 45,235 common shares registered to CDS & Co., which is a nominee of the Canadian Depository for Securities Limited.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

27 edited+15 added−25 removed22 unchanged
Biggest changeFor the years ended December 31, 2024 and 2023, we incurred net losses of approximately $4.6 million and $10.5 million, respectively. During such periods, we have financed our operations primarily through an initial public offering of our common shares in January 2021 and subsequent public offerings, registered direct offerings, convertible debt, warrant exercises and private placements.
Biggest changeDuring these periods, operations were primarily financed through an initial public offering of common shares in January 2021 and subsequent equity and debt transactions, including warrant exercises and private placements. In October 2024, warrant holders exercised approximately $0.9 million of warrants, and in November and December 2024 the Company raised $2.5 million through convertible notes.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2024 and 2023 in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Annual Report.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2025 and 2024 in conjunction with our audited consolidated financial statements and the related notes included elsewhere in this Annual Report.
At December 31, 2024, we had two active customers. At December 31, 2023, we had 16 active customers. Our products and games are designed so that end users of our products could earn prizes by registering on our system and completing in-content challenges like trivia, polls, or casual mobile games.
At December 31, 2025, we had four active customers. At December 31, 2024, we had two active customers. Our products and games are designed so that end users could earn prizes by registering on our system and completing in-content challenges like trivia, polls, or casual mobile games.
Estimates and assumptions are continually evaluated and are based on historical experience and management’s assessment of current events and other facts and circumstances that are considered to be relevant. Actual results could differ from these estimates.
Estimates and assumptions are continually evaluated and are based on historical experience and management’s assessment of current events and other facts and circumstances that are considered to be relevant.
Our products, include our in-venue XEO and Filter Fan Cam products for live events, and our new stand-alone “Winfinite” product line that can be used by brands, advertising agencies, and content partners to reach potential customers outside of sports venues, on mobile devices.
Our products, include our in-venue Filter Fan Cam (“FFC”) products for live events, our stand-alone “Winfinite” product line that can be used by brands, advertising agencies, and content partners to reach potential customers outside of sports venues, on mobile devices, as well as the “Winfinite” Games, which are customizable web-based casual games.
The decrease was primarily due to a reduction in staffing levels, including a large portion of our engineering staff, and a reduction in software costs. 29 Selling, general and administrative Selling, general and administrative was $4,310,218 for the year ended December 31, 2024, representing a decrease of $1,634,691, or 27%, from $5,944,909 for the year ended December 31, 2023.
The decrease was primarily due to a reduction in staffing levels, including a large portion of our engineering staff, and a reduction in software costs. 30 Selling, general and administrative Selling, general and administrative was $4,280,214 for the year ended December 31, 2025, representing a decrease of $30,004, or 1%, from $4,310,218 for the year ended December 31, 2024.
Cash Flows The following summarizes the key components of our cash flows for the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 Year Ended December 31, 2023 Net cash used in operating activities $ (4,971,948 ) $ (5,582,139 ) Net cash used in investing activities - (14,514 ) Net cash provided by financing activities 3,278,235 9,045,578 Effect of foreign exchange 70,620 61,235 Net (decrease) increase in cash and cash equivalents $ (1,623,093 ) $ 3,510,160 Operating Activities Net cash used in operating activities for the year ended December 31, 2024 was $4,971,948 as compared to $5,582,139 for the year ended December 31, 2023.
Cash Flows The following summarizes the key components of our cash flows for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 Year Ended December 31, 2024 Net cash used in operating activities $ (2,052,862 ) $ (4,971,948 ) Net cash used in investing activities (609,000 ) - Net cash provided by financing activities - 3,278,235 Effect of foreign exchange 123,336 70,620 Net (decrease) increase in cash and cash equivalents $ (2,538,526 ) $ (1,623,093 ) Operating Activities Net cash used in operating activities for the year ended December 31, 2025 was $2,052,862 as compared to $4,971,948 for the year ended December 31, 2024.
License Revenue We recognize revenue when or as the performance obligations in the contract are satisfied. For performance obligations that are fulfilled at a point in time, revenue is recognized at the fulfillment of the performance obligation.
During the year ended December 31, 2025, the Company recognized $176,000 attributed to professional services. License Revenue We recognize revenue when or as the performance obligations in the contract are satisfied. For performance obligations that are fulfilled at a point in time, revenue is recognized at the fulfillment of the performance obligation.
Critical Accounting Policies and Estimates The preparation of consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements.
The Company raised $3,278,235 for the year ended December 31, 2024 from debt issuances and warrant exercises. Critical Accounting Policies and Estimates The preparation of consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements.
Liquidity and Capital Resources Our financial condition and liquidity is and will continue to be influenced by a variety of factors, including: ● our ability to generate cash flows from our operations; ● future indebtedness and the interest we are obligated to pay on this indebtedness; ● the availability of public and private debt and equity financing; ● changes in exchange rates which will impact our generation of cash flows from operations when measured in CAD; and ● our capital expenditure requirements. 30 Overview Since inception, we have incurred significant operating losses.
For more information about the fraudulent activity and promissory note, please see Notes 11 and 12 to our consolidated financial statements for the year ended December 31, 2025, which disclosure is incorporated herein by reference. 31 Our financial condition and liquidity is and will continue to be influenced by a variety of factors, including: ● our ability to generate cash flows from our operations; ● future indebtedness and the interest we are obligated to pay on this indebtedness; ● the availability of public and private debt and equity financing; ● changes in exchange rates which will impact our generation of cash flows from operations when measured in CAD; and ● our capital expenditure requirements.
Research and development Research and development was $246,019 for the year ended December 31, 2024, representing a decrease of $861,216, or 78%, from $1,107,325 for the year ended December 31, 2023.
Research and development Research and development was $48,065 for the year ended December 31, 2025, representing a decrease of $197,954, or 80%, from $246,019 for the year ended December 31, 2024.
Additionally, these categories include intangible amortization, amortization expense, interest expense, software costs, professional fees and share-based compensation. 28 Operating Results Comparison of Results of Operations for the Years Ended December 31, 2024 and 2023 The following table summarizes our results of operations for the years ended December 31, 2024 and 2023: For the Year Ended December 31, 2024 2023 Statement of Operations and Comprehensive Loss Data: Revenue $ 57,288 $ 271,169 Cost of revenues 40,277 103,067 Gross Margin 17,011 168,102 Expenses Research and development 246,019 1,107,235 Selling, general and administrative 4,310,218 5,944,909 Impairment of goodwill and other intangibles - 3,968,332 Total Operating Expenses 4,556,237 11,020,476 Operating loss (4,539,226 ) (10,852,374 ) Employee retention credit - (354,105 ) Other income/(expense) 11,384 13,888 Loss before tax provision (4,550,610 ) (10,512,157 ) Provision for income taxes 24,226 - Net loss $ (4,574,836 ) $ (10,512,157 ) Revenue Our revenues are derived from three primary sources: software licensing, professional services and advertising.
Additionally, these categories include professional fees and share-based compensation. 29 Operating Results Comparison of Results of Operations for the Years Ended December 31, 2025 and 2024 The following table summarizes our results of operations for the years ended December 31, 2025 and 2024: For the Year Ended December 31, 2025 2024 Statement of Operations and Comprehensive Loss Data: Revenue $ 2,183,415 $ 57,288 Cost of revenues 16,446 40,277 Gross Margin 2,166,969 17,011 Expenses Research and development 48,065 246,019 Selling, general and administrative 4,280,214 4,310,218 Total Operating Expenses 4,328,279 4,556,237 Operating loss (2,161,310 ) (4,539,226 ) Other income/(expense) 18,173 (11,384 ) Loss before tax provision (2,143,137 ) (4,550,610 ) Provision for income taxes 1,596 24,226 Net loss $ (2,144,733 ) $ (4,574,836 ) Revenue Our revenues are derived from three primary sources: software licensing, professional services and advertising.
These tools allow our partners to offer in-game prizing and rewards, including merchandise, coupons, digital goods, and sweepstakes entries — inside their websites, their venues, or their streaming media content. 27 Our customers mostly sports teams (Professional and Collegiate), venues (Arenas, Football Stadiums, Baseball Stadiums), and advertising agencies, which typically use our products as part of their live events or as part of an advertising campaign with the goal of engaging fans, increasing consented first-party data, and increasing sales.
Our customers mostly sports teams, venues (Arenas, Football Stadiums, Baseball Stadiums), fan engagement and sponsor activation platforms, digital out-of-home media companies, and advertising agencies, which typically use our products as part of their live events or as part of an advertising campaign with the goal of engaging fans, increasing consented first-party data, and increasing sales.
The change in cash flow provided by financing activities was mainly attributable to the decrease in proceeds we received from the issuance of common shares, exercise of warrants and options, and repayments on notes payable.
Financing Activities Net cash provided by financing activities was none for the year ended December 31, 2025 as compared to $3,278,235 for the year ended December 31, 2024. The change in cash flow provided by financing activities was mainly attributable to the decrease in proceeds we received from the issuance of common shares and warrants.
For the year ended December 31, 2024, no revenue was recognized on our functional IP as the Technology Agreement with ASPIS as the license had not been delivered to ASPIS during the year. Deferred Revenue Revenue recognition of sales is recorded on a monthly basis upon delivery or as the services are provided.
For the year ended December 31, 2025, $1,980,000 of revenue was recognized on our functional IP as the Technology Agreement with ASPIS as the license had been delivered to ASPIS during the year. The Company invoices ASPIS on a monthly basis with 30 day payment terms.
The decrease in income can be attributed to the $354,105 employee retention credit earned in 2023 with no credit earned in 2024. Income tax expense Income tax expense was $24,226 for the year ended December 31, 2024, representing a decrease of 100% from no income tax expense for the year ended December 31, 2023.
Income tax expense Income tax expense was $1,596 for the year ended December 31, 2025, representing a decrease of $22,630 from income tax expense of $24,226 for the year ended December 31, 2024. The decrease in income tax can be attributed to taxes owed in our Canadian jurisdiction in 2024.
We believe that our current resources and the expected revenues from operations will be insufficient to fund our planned operations for the next twelve months.
Management believes that current resources and expected operating revenues may not be sufficient to fund planned activities for the next twelve months.
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting year, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: Intangible assets Intangible assets acquired separately are measured upon initial recognition at cost, which comprises the purchase price plus any costs directly attributable to the preparation of the asset for its intended use.
Actual results could differ from these estimates. 32 Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting year, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following: Revenue recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.
In addition, we have a stand-alone gaming and prizing product that we call “Winfinite,” which allows brands, media companies, and advertising agencies to reach out to customers directly on their mobile devices. We license these three software products to teams, ad agencies, and other content creators. Significant Components of Our Results of Operations Revenue.
Our FFC platform is an Augmented Reality filtering tool that can be used for mobile and in-venue applications. In addition, we have a stand-alone gaming and prizing product that we call “Winfinite,” which allows brands, media companies, and advertising agencies to reach out to customers directly on their mobile devices.
The report of our independent registered public accounting firm on our consolidated financial statements for the year ended December 31, 2024 stated that our recurring losses from operations, accumulated deficit as of December 31, 2024, inability to achieve positive cash flows from operations and inability to fund day to day activities through operations indicates that a material uncertainty exists that may cast significant doubt on our ability to continue as a going concern.
The report of our independent registered public accounting firm on the Company’s consolidated financial statements for the year ended December 31, 2025 and 2024 included an explanatory paragraph noting that recurring operating losses, accumulated deficit, and negative operating cash flows raise substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance of those financial statements.
Throughout 2023, we received approximately $4.6 million in proceeds from warrant exercises. Our cash and cash equivalents as of December 31, 2024 was $3.1 million. Our primary cash needs are for working capital requirements, capital expenditures and to fund our operations. We are subject to the risks and uncertainties associated with a new business.
Our cash and cash equivalents as of December 31, 2025 was $0.5 million. Our primary cash needs are for working capital requirements, capital expenditures and to fund our operations. We are subject to the risks and uncertainties common to emerging growth businesses.
Overview We offer a suite of proprietary business-to-business software tools that are meant to drive user engagement through gamification and rewards.
Overview We offer a suite of proprietary business-to-business software tools that are meant to drive user engagement through gamification and rewards. These tools allow our partners to offer in-game prizing and rewards, including merchandise, coupons, digital goods, and sweepstakes entries — inside their websites, their venues, or their streaming media content.
Cost of revenues Cost of revenues was $40,277 for the year ended December 31, 2024, representing a decrease of $62,790, or 61%, from $103,067 for the year ended December 31, 2023. The decrease was primarily due to significant reductions in staff related to our company restructuring.
Cost of revenues Cost of revenues was $16,446 for the year ended December 31, 2025, representing a decrease of $23,831, or 59%, from $40,277 for the year ended December 31, 2024. The decrease was due to the decrease in infrastructure needed for the Xcite Interactive customers.
The decrease in cash used in operating activities was primarily attributable to a decrease in the net loss. 31 Investing Activities Net cash used in investing activities for the year ended December 31, 2024 was none as compared to $14,514 for the year ended December 31, 2023.
Investing Activities Net cash used in investing activities for the year ended December 31, 2025 was $609,000 as compared to $0 for the year ended December 31, 2024. The change in cash flow used in investing activities was primarily attributable to attributed to monies spent on developed technology attributed to the Company’s new product offerings.
Decreases in salaries because of reduced staffing levels resulted in the decrease in the loss. Other income (expense) Other income (expense) was an expense of $11,384 for the year ended December 31, 2024, representing a decrease of $351,601, or 103%, from income of $340,217 for the year ended December 31, 2023.
Other income (expense) Other income (expense) was an income of $18,173 for the year ended December 31, 2025, representing an increase of $29,557, or 260%, from expense of $(11,384) for the year ended December 31, 2024. The increase in income can be attributed to changes in foreign currency rates.
The $3,698,332 impairment as of December 31, 2023 was related to the impairment of capitalized software from our HP contract and platform. Loss from Operations Loss from operations was $4,539,226 for the year ended December 31, 2024, representing a decrease of $6,313,148, or 58%, from $10,852,374 for the year ended December 31, 2023.
Loss from Operations Loss from operations was $2,161,310 for the year ended December 31, 2025, representing a decrease of $2,377,916, or 52%, from $4,539,226 for the year ended December 31, 2024. Increase in revenue resulted in the decrease in the loss.
We cannot be sure that any additional funding, if needed, will be available on terms favorable to us or at all. Furthermore, any additional capital raised through the sale of equity or equity-linked securities may dilute our current shareholders’ ownership in us and could also result in a decrease in the market price of our common shares.
There can be no assurance that such financing will be available on terms acceptable to the Company, or at all. Any future equity or equity-linked financing could dilute existing stockholders and may affect the market price of the Company’s common shares, while debt financing, if obtained, could impose covenants or interest obligations.
Removed
Our largest customers in 2024 were the Texas Rangers and San Jose Sharks. We now have three principal software products. Our eXtreme Engagement Online or “XEO” platform is designed primarily for in-venue main-board work in stadiums and arenas. Our Filter Fan Cam (FFC) platform is an Augmented Reality filtering tool that can be used for mobile and in-venue applications.
Added
Our largest customers in 2024 were the Texas Rangers and San Jose Sharks. For the year ended December 31, 2025, the Company’s largest customer was ASPIS, a significant shareholder and we continue to do business with the Texas Rangers. We offer a suite of products centered on “Winfinite” and FFC.
Removed
Revenue was $57,288 for the year ended December 31, 2024, representing a decrease of $213,881, or 79%, from $271,169 for the year ended December 31, 2023. The decrease was primarily due to a significant reduction in the number of clients from 16 active clients at December 31, 2023 to two active clients at December 31, 2024.
Added
We license these software products to teams, ad agencies, and other content creators. Significant Components of Our Results of Operations Revenue.
Removed
The decrease was primarily due to a reduction in staffing levels, from 16 employees at December 31, 2023 to 6 employees at December 31, 2024.
Added
Revenue was $2,183,415 for the year ended December 31, 2025, representing an increase of $2,126,127, or 3,711%, from $57,288 for the year ended December 31, 2024. The increase can be attributed to the recognition of the ASPIS license revenue and professional services.
Removed
Impairment of goodwill and other intangible assets Impairment of goodwill and other intangible assets was none for the year ended December 31, 2024, representing a decrease of $3,968,332 or 100% from $3,968,332 for the year ended December 31, 2023.
Added
The decrease was primarily due to a reduction in professional fees. Selling, general and administrative for the year ended December 31, 2025, included Company funds which had been misappropriated.
Removed
The increase in income tax can be attributed to taxes owed in our Canadian jurisdiction in 2024. Inflation The effect of inflation on our revenue and operating results was not significant.
Added
For more information about the fraudulent activity and a promissory note that was executed by the former Chief Financial Officer in connection therewith, please see Notes 11 and 12 to our consolidated financial statements for the year ended December 31, 2025.
Removed
In October 2024 warrant holders exercised $0.9 million of warrants into common stock. Also, in November and December 2024 the Company raised $2.5 million of convertible debt. In February 2023, we completed a registered direct offering of our common shares in which we received gross proceeds of $2.25 million and net proceeds of approximately $2.0 million.
Added
Inflation The effect of inflation on our revenue and operating results was not significant. Liquidity and Capital Resources Since inception, the Company has incurred operating losses as it continues to invest in developing and commercializing its technology platform. For the years ended December 31, 2025 and 2024, we incurred net losses of approximately $2.1 million and $4.6 million, respectively.
Removed
In October 2023, we completed a public direct offering of our common shares in which we received gross proceeds of approximately $3.0 million and net proceeds of approximately $2.5 million. In November 2023, we completed a private placement of our equity securities in which we received gross proceeds of $2.6 million.
Added
We are pursuing initiatives intended to improve cash flows from operations and continue to evaluate strategic and financing alternatives to strengthen liquidity. To execute the business plan and support growth initiatives, the Company may seek additional financing through equity or debt offerings, credit facilities, or other arrangements.
Removed
We plan to increase our cash flow from our operations to address some of our liquidity concerns and are evaluating other strategic alternatives.
Added
If sufficient funding is not secured when required, the Company may need to further align its operating expenditures with available resources, which could impact certain development programs or staffing levels.
Removed
However, to execute our business plan and implement our business strategy, we anticipate that we will need to obtain additional financing from time to time and may choose to raise additional funds through public or private equity or debt financings, a bank line of credit, borrowings from affiliates or other arrangements.
Added
Management believes that disciplined cost control, continued customer engagement, and expansion into new markets may provide a foundation for improved liquidity over time; however, material uncertainties remain until additional financing or sustained positive cash flows are achieved.
Removed
The terms of those securities issued by us in future capital transactions may be more favorable to new investors and may include the issuance of warrants or other derivative securities, which may have a further dilutive effect. Furthermore, any debt financing, if available, may subject us to restrictive covenants and significant interest costs.
Added
In addition, as previously disclosed in the Company’s Form 12b-25 filed on April 1, 2026, in the first quarter of 2026, the Audit Committee of the Company’s Board of Directors conducted an internal investigation and determined that fraudulent activity involving the Company’s former Chief Financial Officer had occurred.
Removed
There can be no assurance that we will be able to raise additional capital, when needed, to continue operations in their current form.
Added
A promissory note was executed in connection therewith; however, there can be no assurance that such note will be collected in part or full or at all.
Removed
If we cannot raise needed funds, we might be forced to make substantial reductions in our operating expenses, including reductions in our research and development expenses or headcount reductions, which could adversely affect our ability to implement our business plan and ultimately our viability as a company.
Added
The decrease in cash used in operating activities was primarily attributable to a decrease in the net loss of $2,144,733 and prepaids of $380,972 offset by an increase of stock-based compensation of $430,428, an increase in accounts receivable of $836,000 and increase in accounts payable of $116,471.
Removed
The change in cash flow used in investing activities was primarily attributable to a significant reduction in payroll capitalized for the development of intangible assets and proceeds of sale of equipment in the prior year.
Added
For the year ended December 31, 2025 the Company has collected $1,320,000, respectively, from ASPIS. Intangible assets Intangible assets consist of internally developed software. The Company amortizes such assets using the straight-line method over the expected useful life of the asset once. The Company evaluates the useful lives of these assets on an annual basis.
Removed
Financing Activities Net cash provided by financing activities was $3,278,235 for the year ended December 31, 2024 as compared to $9,045,578 for the year ended December 31, 2023.
Added
If the estimate of an intangible asset’s remaining useful life is changed, the Company amortizes the remaining carrying value of the intangible asset prospectively over the revised remaining useful life. Intangible assets capitalized during the year ended December 31, 2025 was $609,000.
Removed
The Company raised $3,278,235 for the year ended December 31, 2024 from debt issuances and warrant exercise compared to $11,693,973 attributed to equity and warrants issuances, net of offering cost offset by repayment of $2,519,835 related party notes payable for the year ended December 31, 2023.
Added
These estimates may not necessarily be indicative of future actual patterns. 33
Removed
Intangible assets acquired through business combinations (Xcite Interactive) or asset acquisitions are initially recognized at fair value as at the date of acquisition. After initial recognition, intangible assets are carried at cost less accumulated amortization and any accumulated impairment charges.
Removed
During the year ended December 31, 2023, the Company completed an impairment analysis of its intangible assets and concluded the assets were impaired. As a result, the Company impaired the remaining carrying value of the intangible assets in the amount of $3,968,332. No new intangible assets were capitalized during the year ended December 31, 2024.
Removed
These estimates may not necessarily be indicative of future actual patterns. 32 Revenue recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.
Removed
Since the costs incurred to satisfy the ASPIS technology performance obligations are incurred evenly throughout the year, the value of the technical support and new improvements services are recognized throughout the contract period as these performance obligations are satisfied.
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Cash received in advance for services are recorded as deferred revenue based on the proportion of time remaining under the service arrangement as of the reporting date. Convertible Debt We may enter into negotiated short term convertible debt agreement to provide bridge capital in between equity raises.
Removed
Our convertible debt agreements include a debt discount and a common stock conversation feature that may be exercised by the noteholder that is either at or out of the money.
Removed
We evaluate the terms of convertible debt issue prior to accepting such agreements to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments.
Removed
We evaluate our convertible debt in accordance with ASC 470-20, Debt with conversion and Other Options (“ASC 470-20”) and ASC 815-40, Contracts in Entity’s Own Equity (“ASC 815-40”).
Removed
Under ASC 815-40, to qualify for equity classification (or nonbifurcation, if embedded) the instrument (or embedded feature) must be both (1) indexed to the issuer’s stock and (2) meet the requirements of equity classification guidance. Functional currency The functional currency for each of our subsidiaries is the currency of the primary economic environment in which the respective entity operates.
Removed
Such determination involves certain judgements to identify the primary economic environment. We reconsider the functional currency of our subsidiaries if there is a change in events and/or conditions which determine the primary economic environment. 33 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable.