Versus Systems Inc. Annual Report - How They Did This Year

I’ve put together this guide to help you understand how Versus Systems Inc. performed this year. We’ll break down exactly what’s happening so you can decide if this company fits your investment goals.

1. What does this company do and how did they perform?

Versus Systems builds software that helps brands and sports teams engage fans through trivia, polls, and games.

Performance Update: It has been a year of transition. The company ended 2025 with $2.18 million in revenue, up from $57,288 in 2024. This growth relies almost entirely on one contract with ASPIS, a cybersecurity firm and major shareholder, which accounted for 91% of their total annual income.

2. Financial performance

The company is still losing money, but the losses are shrinking.

• Revenue: They brought in $2.18 million in 2025, a 3,711% increase from the previous year.
• Operating Expenses: Costs dropped to $4.32 million from $4.63 million in 2024, largely due to staff reductions.
• The Bottom Line: They lost $2.14 million in 2025. While this is an improvement over the $4.57 million loss in 2024, they still spend more cash than they earn, with a net cash outflow of $1.8 million this year.

3. Major wins and challenges

• Wins: Revenue grew significantly, and the company reduced research and development spending by 80%—from $1.5 million to roughly $300,000—by operating with a skeleton crew.
• Challenges: They are a small player in a market dominated by tech giants with significantly more resources. Because they lack a diverse client base, the company is highly vulnerable if the ASPIS contract ends.

4. Financial health

The company is in a fragile state, with only five employees and $0.5 million in cash remaining as of December 31, 2025.

The "Red Flags":

• Fraud & Internal Controls: A former CFO stole company funds. Management has acknowledged that their internal "checks and balances" failed, creating a "material weakness" in financial reporting that they are currently working to resolve.
• "Going Concern" Risk: Auditors have expressed doubt regarding the company’s ability to stay in business over the next 12 months due to a lack of cash to cover operating costs.
• Dilution Warning: To raise necessary cash, the company will likely issue more shares. This would reduce your ownership percentage and the value of your existing shares.

5. Who is running the show?

A four-person board is currently managing the company's restructuring.

• Executive Pay: CEO Luis Goldner’s pay increased from $125,000 in 2024 to $240,000 in 2025. Additionally, the three non-employee directors were each paid $100,000 in cash, which represents a significant portion of the company's remaining liquid assets.

6. Key risks

• Nasdaq Delisting: The company is struggling to meet Nasdaq’s minimum requirements for stock price and equity. Failure to meet these standards could result in the stock moving to the OTC (Over-the-Counter) market, which would decrease liquidity.
• Concentrated Power: Two shareholders own approximately 64% of the company, giving them significant control over decision-making that may not always align with the interests of smaller investors.

7. Future outlook

Management is actively seeking a buyer or merger partner to provide the capital needed to sustain operations. While they are focusing on their AI patents to drive future value, they currently have no signed deals in place. Without a sale or a significant increase in revenue, the company faces a high risk of running out of cash.

Investor Takeaway: Versus Systems is currently in a high-risk position. The combination of a "going concern" warning from auditors, heavy reliance on a single client, and the potential for share dilution suggests that this is a speculative situation. Before investing, consider whether the company's potential for a buyout or a turnaround outweighs the significant risk of insolvency.