8-K: Versus Systems Names CEO Goldner as CFO, Engages PKFOD

Versus Systems Inc. announced CEO Luis Goldner will also serve as Principal Financial Officer following Geoff Deller's resignation, and engaged PKF OConnor Davies Advisory, LLC for accounting and SEC reporting support.

Summary

• Versus Systems Inc. (the Company) entered into a Master Services Agreement (MSA) with PKF OConnor Davies Advisory, LLC (PKFOD) on January 16, 2026.
• PKFOD will provide accounting, bookkeeping, financial reporting, and SEC reporting support services to the Company.
• The Company will pay PKFOD an initial fee of $5,000 and a monthly fee of $5,000 for these services.
• Geoff Deller resigned as Chief Financial Officer and, therefore, as the Company's principal financial officer on January 15, 2026.
• Company Chief Executive Officer Luis Goldner was named the new principal financial officer on January 15, 2026.

Sentiment

Score: 5

Explanation: Neutral. The filing reports a management change and an operational agreement. While outsourcing accounting can be positive for efficiency, the CFO's resignation and the CEO taking on the PFO role could be viewed with mixed sentiment. The costs are minor in the grand scheme of a public company.

Positives

• Engagement of PKF OConnor Davies Advisory, LLC provides specialized external accounting and financial support, potentially enhancing financial reporting quality and compliance.
• Consolidation of the Principal Financial Officer role with CEO Luis Goldner may streamline decision-making and oversight.

Negatives

• Resignation of Geoff Deller as CFO means the loss of a dedicated financial officer.
• The Company incurs new recurring monthly costs of $5,000, plus an initial $5,000 fee, for outsourced accounting services.
• The outsourced firm (PKFOD) explicitly states it will not verify the accuracy or completeness of information provided by the Company, nor will it identify fraud or errors, placing ultimate responsibility on Versus Systems management.

Risks

• PKFOD's services are limited to specific tasks and rely on the sufficiency, accuracy, and reliability of information provided by Versus Systems Inc.
• PKFOD will not verify the accuracy or completeness of information, gather evidence for an opinion, or provide assurance on financial statements, meaning the Company retains full responsibility for financial statement integrity.
• The engagement cannot be relied upon to identify financial statement misstatements, including those caused by fraud or error, or to identify or disclose any wrongdoing within the entity or noncompliance with laws and regulations.
• Versus Systems Inc. is responsible for all management decisions, designating an individual to oversee the outsourced services, and evaluating the adequacy and results of those services.
• Versus Systems Inc. agrees to indemnify PKFOD for costs, settlements, or fines resulting from intentional, knowing, or reckless misrepresentation or inaccurate/incomplete information provided by Versus Systems.
• The Company is solely responsible for compliance with the Corporate Transparency Act (CTA), including beneficial ownership information (BOI) reporting.
• A non-solicitation clause prevents either party from directly or indirectly soliciting or hiring the other's personnel participating in the engagement for one year after services are completed, with a penalty equal to the hired person's annual salary.

Future Outlook

The engagement with PKF OConnor Davies Advisory, LLC is ongoing, providing continuous accounting and SEC reporting support, which suggests a long-term strategy for managing the Company's financial operations and compliance.

Management Comments

• "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 hereunto duly authorized." (Signed by Luis Goldner, CEO and Principal Financial Officer).
• "The services and terms described in the foregoing letter are in accordance with our requirements and are acceptable to us." (Signed by Luis Goldner, CEO, accepting the MSA terms).

Industry Context

Companies, particularly smaller public entities, frequently outsource specialized functions like accounting and SEC reporting to manage costs, access external expertise, and ensure regulatory compliance. The appointment of the CEO as principal financial officer is not uncommon in smaller companies, centralizing financial oversight under the chief executive.

Comparison to Industry Standards

• Outsourcing accounting and SEC reporting functions to a reputable firm like PKF OConnor Davies Advisory, LLC aligns with common practices for smaller public companies seeking specialized expertise without the overhead of a full in-house team.
• The fee structure of an initial setup fee and a recurring monthly fee is standard for such service agreements in the industry.
• The consolidation of the CEO and Principal Financial Officer roles is observed in some smaller public companies, often due to resource constraints or a desire for direct oversight, though it can raise questions about segregation of duties and internal controls if not properly managed.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: May see improved financial reporting quality and compliance due to specialized external support, but also increased operational costs and a consolidation of key financial roles under the CEO.
• Employees: The change in CFO and outsourcing of some accounting functions might impact internal accounting staff, though the filing does not specify.
• Creditors/Investors: The engagement of a reputable firm for financial reporting support could be viewed positively for transparency and compliance.

Next Steps

• PKF OConnor Davies Advisory, LLC will commence providing accounting, bookkeeping, financial reporting, and SEC reporting support services to Versus Systems Inc.
• Versus Systems Inc. will continue to manage all management decisions and responsibilities, including overseeing the outsourced services.

Key Dates

Recommendation

The filing details a change in the Principal Financial Officer role, with the CEO assuming the position, and the engagement of an external firm for accounting and SEC reporting support. While outsourcing can enhance compliance and expertise, the resignation of a dedicated CFO and the associated costs introduce a neutral to slightly negative operational shift. There are no immediate catalysts for significant price movement, warranting a 'hold' recommendation to observe the impact of these changes on operational efficiency and financial performance.

Keywords

Versus Systems, PKF OConnor Davies, CFO resignation, Principal Financial Officer, accounting services, SEC reporting, financial support, corporate governance, Form 8-K