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Revealed Oct 16, 2024 • 5 minute learn
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VANCOUVER, British Columbia, Oct. 16, 2024 (GLOBE NEWSWIRE) — Versus Methods, Inc. (NASDAQ: VS) (the “Firm”) introduced immediately the execution of two important agreements with Aspis Cyber Applied sciences, Inc. (“ASPIS”), a cloud-based cell endpoint cybersecurity know-how agency.
ASPIS is affiliated with Cronus Fairness Capital Group, LLC, which holds roughly 39.5% of the Firm’s excellent widespread inventory. A major shareholder of Cronus can also be a shareholder of ASPIS, reinforcing the strategic alignment between the entities. As well as, a director of the Firm can also be a director of ASPIS and owns an fairness curiosity in ASPIS.
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The primary settlement, a Enterprise Funding Settlement (the “Funding Settlement”), supplies for ASPIS to speculate $2.5 million in Versus Methods. Beneath the Funding Settlement, ASPIS has initially invested $500,000, and on or earlier than November 15, 2024, ASPIS will make investments the stability of $2,000,000. In trade for the funding, the Firm has issued ASPIS an unsecured convertible promissory observe with a principal stability of $2,500,000 (or such lesser quantity if much less is funded) (the “Observe”).The Observe is convertible into models with every unit comprised of 1 widespread share and one warrant to buy one half of 1 widespread share at an train worth of $4.00 per share. The Observe might also be paid in money on the possibility of ASPIS. The Observe won’t be convertible by the holder until and till the Firm obtains approval from its shareholders of the issuance of the fairness below the Observe and of the Firm’s redomiciling to Delaware. The conversion worth for the Observe shall be at the least $1.16 however shall be decided by the better of (1) the 5-day volume-weighted common worth, together with the date previous to the preliminary funding, and (2) $1.16. The Firm anticipates that it’ll maintain its annual assembly to hunt shareholder approval in December 2024. The Observe is a senior observe and can bear easy curiosity on the quantities funded on the price of ten % (10%) every year.
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The second settlement, a Expertise Licensing and Software program Growth Settlement (the “License Settlement”), allows ASPIS to license Versus Methods’ gamification, engagement, and QR code know-how for integration into its cybersecurity choices, notably in sectors comparable to authorities, finance, gaming, and social media in trade for a month-to-month license charge paid to the Firm. ASPIS may also compensate the Firm for any updates or improvements associated to this know-how.
These agreements type the inspiration of the Firm’s compliance plan, submitted to Nasdaq on October 7, 2024, to handle the Firm’s requirement to take care of a minimal of $2.5 million in shareholders’ fairness for continued itemizing on The Nasdaq Capital Market, as outlined in Nasdaq Itemizing Rule 5550(b)(1). By way of these agreements, Versus Methods goals to exceed the required minimal shareholders’ fairness, making certain compliance till at the least September 30, 2025. The Firm can’t present any assure or assurances, nonetheless, that it’ll exceed or proceed to satisfy the minimal shareholders’ fairness requirement.
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“Partnering with ASPIS Cyber Applied sciences marks a pivotal second for Versus Methods,” mentioned Curtis Wolfe, Interim CEO of Versus Methods. “This collaboration not solely strengthens our monetary place but additionally enhances our technological capabilities, permitting us to offer cutting-edge options in cybersecurity.”
Beneath the phrases of the agreements, assuming the Firm receives shareholder approval of the issuance of fairness below the Observe and the Firm’s redomiciling to Delaware, ASPIS may obtain upon conversion of the Observe and train of the warrants (assuming the ultimate worth is $1.16), 2,155,172 shares of widespread inventory and warrants to buy a further 1,077,586 shares. Upon conversion of the Observe, ASPIS would maintain roughly 45.8% of the excellent widespread inventory of the Firm. This share doesn’t account for shares issuable upon train of the warrants or ASPIS’s possibility below the Observe to transform any accrued and unpaid money curiosity on the Observe into models, which might lead to further shares issuable to ASPIS.
The License Settlement stipulates a month-to-month charge of $165,000 to be paid by ASPIS beginning in January 2025, whereas additionally granting ASPIS a license to make use of any modifications made to the licensed know-how for cybersecurity functions.
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Nasdaq will overview the Firm’s plan, and may the plan not be accepted, or if compliance just isn’t achieved by February 18, 2025, Nasdaq could provoke delisting proceedings. In such instances, Versus Methods reserves the best to request a listening to for a further extension.
About Versus Methods
Versus Methods, Inc. has developed a proprietary in-game prizing and promotions engine that permits recreation builders and publishers to supply real-world rewards inside their video games. Gamers can select from a wide range of rewards that match their pursuits, together with merchandise, occasions, and digital items. Versus Methods is headquartered in Los Angeles, California.
For extra data, please go to www.versussystems.com.
About Aspis Cyber Applied sciences, Inc.
ASPIS is a Cloud Primarily based Cell Endpoint Cyber Safety Expertise Firm for Anti Tapping, Antihacking inside the Authorities, Finance, Gaming and Social Media sectors that gives cybersecurity know-how for shoppers that embrace governments, municipalities, business entities, and shoppers.
For media inquiries, please contact:
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Cody Slach, Gateway Group, Inc.
949-574-3860
IR@versussystems.com or
press@versussystems.com
Ahead-Wanting Statements
This information launch incorporates “forward-looking statements”. Statements on this information launch which aren’t purely historic are forward-looking statements and embrace any statements concerning beliefs, plans, outlook, expectations or intentions concerning the longer term, together with statements concerning the Firm’s plans to regain compliance. It is very important observe that precise outcomes and the Firm’s precise outcomes may differ materially from these in such forward-looking statements. Precise outcomes may differ from these projected in any forward-looking statements resulting from quite a few elements. Such elements embrace, amongst others: uncertainty whether or not the Firm’s plan to regain compliance with Nasdaq’s minimal shareholders’ fairness rule submitted to Nasdaq shall be accepted or, if accepted, whether or not the Firm will regain compliance with the minimal shareholders’ fairness rule inside the timelines required by Nasdaq, failing which, the Firm’s securities shall be delisted by Nasdaq; uncertainty whether or not the Firm would enchantment any delisting discover or whether or not any such enchantment would achieve success, failing which, the Firm’s securities shall be delisted by Nasdaq; the chance that delisting of the Firm’s securities could have a cloth opposed impact on the Firm’s share liquidity and buying and selling worth and on the Firm’s potential to acquire financing and proceed its enterprise; whether or not the Firm will understand long-term advantages and synergies from the partnership with ASPIS; and the chance of modifications in enterprise technique or plans. Readers must also check with the chance disclosures outlined within the Firm’s quarterly studies on Type 10-Q, the Firm’s annual studies on Type 10-Okay, and the Firm’s different disclosure paperwork filed from time-to-time with the Securities and Alternate Fee at www.sec.gov and the Firm’s interim and annual filings and different disclosure paperwork filed in Canada from time-to-time below the Firm’s profile on SEDAR+ at https://www.sedarplus.ca.
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