UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of September 2022

 

Commission File Number 001-39885

 

VERSUS SYSTEMS INC.

(Translation of registrant’s name into English)

 

1558 West Hastings Street

Vancouver BC V6G 3J4 Canada

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

 

 

 

 

 

Appointment of Member of the Board of Directors.

 

On September 20, 2022, Versus Systems, Inc. (the “Company”) announced that, on recommendation of the Corporate Governance & Nominating Committee, the Board of Directors of the Company (the “Board”), the Board voted to expand the size of the Board from six directors to seven directors and to elect Shannon Pruitt to fill the new position, effective immediately, until her successor is duly elected and qualified or her earlier resignation or removal. On September 20, 2022, Ms. Pruitt accepted such appointment, effective on such date.

 

Ms. Pruitt, age 48, has served as the Global Chief Content Officer of Stagwell Media Network since September 2021, where she is responsible for global content-related agency and client partnerships, products and solutions. As part of the Stagwell acquisition of  MDC Media Partners, where she was President of Content, Managing Director, from August 2020 to December 2021, Pruitt was promoted into her global role within the Stagwell Media Network. From July 2019 to August 2020, she was the Managing Partner, EVP: Walt Disney Television Networks Portfolio. Ms. Pruitt has extensive consumer engagement and marketing experience from her prior roles as Chief Marketing Officer of The Honest Company (2018-2019), Co-founder and President of Dentsu’s The Story Lab (2014-2017), and Chief Content Officer at Carat (2017-2018). She has also previously built and led integrated marketing and sales teams at global production powerhouses Fremantle Media, Mark Burnett Productions, Warner Bros, 19 Entertainment, and Octagon, where she was responsible for the strategy and activation of MasterCard’s FIFA World Cup, Major League Baseball and the NFL sponsorships. Ms. Pruitt received a bachelors degree and a Masters in Business Administration from the University of Oregon.

 

Ms. Pruitt has been determined to be independent under Nasdaq listing standards. There are no arrangements or understandings between Ms. Pruitt and any other persons pursuant to which she was selected as a director. Additionally, there are no transactions involving the Company and Ms. Pruitt that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. Ms. Pruitt will be compensated for her service as a director consistent with the compensation provided to other non-employee directors as described in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Securities and Exchange Commission on April 1, 2022.

 

A copy of the press release announcing the appointment of Ms. Pruitt is attached hereto as Exhibit 99.1. Internet addresses in the release are for information purposes only and are not intended to be hyperlinks to other information of the Company.

 

The exhibit to this report will not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the exhibit to this Report of Foreign Private Issuer on Form 6-K.

 

1

 

 

Financial Statements and Exhibits

 

Exhibits.

 

Number    
99.1   Press release of Versus Systems Inc.

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: September 21, 2022

 

  VERSUS SYSTEMS INC.
   
  By: /s/ Matthew Pierce
    Name:  Matthew Pierce
    Title: Chief Executive Officer

 

 

3
 

Exhibit 99.1

 

 

6701 Center Drive West, Suite 480

Los Angeles, CA 90045

www.versussystems.com

 

Shannon Pruitt, Global Chief Content & Partnerships Officer at Stagwell Media Network,
to Join Versus Systems Board of Directors

 

LOS ANGELES, September 20, 2022 -- Versus Systems Inc. (“Versus” or the “Company”) (Nasdaq: VS) today announced the appointment of Ms. Shannon Pruitt to its Board of Directors. As the Global Chief Content Officer of Stagwell Media Network, a global full-service marketing and communications group, Pruitt partners with agency CEOs, clients, publishers, creative, entertainment, sports and gaming companies to develop innovative partnerships, products and solutions to grow and scale the businesses and their offerings. She and her team develop and support brand-driven customer experiences in everything from traditional publisher environments to Web 3.0. The addition of Pruitt to the Versus board bolsters the Company’s existing professional sports partnerships and expansion into Over-the-Top (“OTT”) streaming and media, Corporate Events, and experiential marketing agencies.

 

Pruitt has spent 20 years at the forefront of marketing and monetization for global clients, distribution companies, and IP rights holders. Pruitt has extensive consumer engagement and marketing experience from her prior roles as Chief Marketing Officer of The Honest Company, Co-founder and President of Dentsu’s The Story Lab, and Chief Content Officer at Carat. She has also previously built and led integrated marketing and sales teams at global production powerhouses Fremantle Media, Mark Burnett Productions, Warner Bros, 19 Entertainment, and Octagon, where was responsible for the strategy and activation of MasterCard’s FIFA World Cup, Major League Baseball and the NFL sponsorships.

 

“I am thrilled to join the Board of Versus Systems. The opportunity to work with a dynamic, innovative team to enable the future of audience engagement for leading brands and agencies is one I could not pass up,” said Shannon Pruitt. “My vision has always been to re-imagine how brands connect with their audiences, and Versus is truly changing how we interact with content and environments around us with its leading rewards-based technology.”

 

“We couldn’t be happier to welcome Shannon Pruitt to the Versus team. Her decades of experience collaborating with world-renowned entertainment companies and professional sports leagues around the globe are a tremendous asset for our Company as we further expand into Web 3.0 with our OTT and streaming media offerings,” said Matthew Pierce, Founder and CEO of Versus Systems.

 

“With her deep experience in consumer engagement and partnerships, Shannon is a perfect fit for the Versus board as the Company continues to expand into new critical verticals like OTT and streaming media,” added Keyvan Peymani, Chairman of the Versus Systems Board of Directors.

 

 

 

About Versus Systems

 

Versus Systems Inc. is an engagement and rewards company that makes live events, games, shows, and apps more fun to watch and play. Versus adds interactive games, polling, trivia, predictive elements, and other win conditions to existing entertainment - whether in-venue or online - making the content more contextual, personal, and rewarding. Versus works with world class sports teams, leagues, venues, entertainment companies, and other content creators to make engaging, rewarding experiences for fans all over the world. For more information, please visit www.versussystems.com or visit the official Versus Systems YouTube channel.

 

Investor Contact:
Cody Slach and Sophie Pearson
Gateway Investor Relations
949-574-3860
IR@versussystems.com
or
press@versussystems.com

 

Disclaimer for Forward-Looking Information 

 

This news release contains certain forward-looking information and forward-looking statements within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward looking statements. These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable law.