Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 | |
Document Information Line Items | |
Entity Registrant Name | VERSUS SYSTEMS INC. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Central Index Key | 0001701963 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | A1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 4,689,007 | $ 1,178,847 |
Receivables, net of allowance for credit losses (Note 5) | 18,222 | 60,749 |
Prepaid expenses and other current assets | 160,474 | 223,226 |
Total current assets | 4,867,703 | 1,462,822 |
Restricted deposit (Note 6) | 8,679 | 8,489 |
Deposits | 100,000 | |
Property and equipment, net (Note 7) | 1,935 | 93,973 |
Intangible assets (Note 10) | 6,393,364 | |
Total Assets | 4,878,317 | 8,058,648 |
Current liabilities | ||
Accounts payable and accrued liabilities (Note 11, Note 12 and Note 14) | 286,427 | 522,012 |
Deferred revenue | 35,049 | 69,275 |
Lease liability (Note 19) | 128,560 | |
Total current liabilities | 321,476 | 3,324,560 |
Non-current liabilities | ||
Total liabilities | 321,476 | 3,324,560 |
Equity (Deficit) | ||
Common stock and additional paid in capital, no par value. Unlimited authorized shares; 2,506,015 and 260,761 shares issued and outstanding, respectively | 147,130,123 | 136,860,283 |
Accumulated other comprehensive income | 248,287 | 154,970 |
Deficit | (135,434,022) | (125,907,025) |
Equity (Deficit) total | 11,944,388 | 11,136,475 |
Non-controlling interest (Note 8) | (7,387,547) | (6,402,387) |
Total Equity | 4,556,841 | 4,734,088 |
Total Liabilities and Equity | 4,878,317 | 8,058,648 |
Class A Shares | ||
Equity (Deficit) | ||
Class A shares, no par value. Unlimited authorized shares; 0 and 21 issued or outstanding, respectively | 28,247 | |
Related Party | ||
Current liabilities | ||
Notes payable – Related Party (Note 12) | $ 2,604,713 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common stock, par value (in Dollars per share) | ||
Common stock,, shares authorized | Unlimited | Unlimited |
Common stock, shares issued | 2,506,015 | 260,761 |
Common stock shares outstanding | 2,506,015 | 260,761 |
Class A Shares | ||
Common stock, par value (in Dollars per share) | ||
Common stock,, shares authorized | Unlimited | Unlimited |
Common stock, shares issued | 0 | 21 |
Common stock shares outstanding | 0 | 21 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
REVENUES | ||
Revenues | $ 271,169 | $ 1,108,840 |
Cost of revenues | 103,067 | 617,049 |
Gross margin | 168,102 | 491,791 |
EXPENSES | ||
Research and development | 1,107,235 | 2,406,006 |
Selling, general and administrative | 5,944,909 | 11,838,128 |
Impairment of goodwill and other intangibles | 3,968,332 | 8,919,002 |
Total operating expenses | 11,020,476 | 23,163,136 |
Operating loss | (10,852,374) | (22,671,345) |
Change in fair value of warrant liability | (361,055) | |
Employee retention credit | (354,105) | |
Other income/(expense), net | 13,888 | 162,902 |
Loss before provision for income taxes | (10,512,157) | (22,473,192) |
Provision for income taxes | ||
Net loss | (10,512,157) | (22,473,192) |
Other total comprehensive income (loss): | ||
Change in foreign currency translation, net of tax | 93,317 | 154,970 |
Total other comprehensive income | 93,317 | 154,970 |
Total comprehensive loss | (10,418,840) | (22,318,222) |
Less: comprehensive income attributable to non-controlling interest | 985,160 | 2,146,185 |
Comprehensive loss attributable to shareholders | $ (9,433,680) | $ (20,172,037) |
Basic earnings per share to shareholders (in Dollars per share) | $ (10.44) | $ (192.89) |
Shares used in computation (in Shares) | 912,717 | 103,773 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Diluted earnings per share to shareholders | $ (10.44) | $ (192.89) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholder's Equity (Deficit) - USD ($) | Class A Number of Common Shares | Number of Common Shares | Commitment to issue shares | Additional Paid in Capital | Currency translation adjustment | Deficit | Equity | Non- controlling Interest | Total |
Balance at Dec. 31, 2021 | $ 28,247 | $ 110,226,715 | $ 2,703,326 | $ 10,661,294 | $ (101,017,387) | $ 22,602,195 | $ (8,632,539) | $ 13,969,656 | |
Balance (in Shares) at Dec. 31, 2021 | 21 | 64,810 | |||||||
Shares issued in connection with public offering | $ 12,132,360 | 12,132,360 | 12,132,360 | ||||||
Shares issued in connection with public offering (in Shares) | 169,206 | ||||||||
Shares issued in connection with private placement | $ 1,119,373 | 1,119,373 | 1,119,373 | ||||||
Shares issued in connection with private placement (in Shares) | 25,768 | ||||||||
Shares issued in connection with acquisition | $ 425,445 | (2,703,326) | 2,277,881 | ||||||
Shares issued in connection with acquisition (in Shares) | 262 | ||||||||
Holdco shares exchanged for common shares | $ 186,294 | (4,562,631) | (4,376,337) | 4,376,337 | |||||
Holdco shares exchanged for common shares (in Shares) | 715 | ||||||||
Share issuance costs | $ (1,736,662) | (1,736,662) | (1,736,662) | ||||||
Stock-based compensation | 1,567,583 | 1,567,583 | 1,567,583 | ||||||
Cumulative translation adjustment | 154,970 | 154,970 | 154,970 | ||||||
Loss and comprehensive loss | (20,327,007) | (20,327,007) | (2,146,185) | (22,473,192) | |||||
Balance at Dec. 31, 2022 | $ 28,247 | $ 122,353,525 | 14,506,758 | 154,970 | (125,907,025) | 11,136,475 | (6,402,387) | 4,734,088 | |
Balance (in Shares) at Dec. 31, 2022 | 21 | 260,761 | |||||||
Exercise of warrants | $ 4,561,200 | 4,561,200 | 4,561,200 | ||||||
Exercise of warrants (in Shares) | 283,875 | ||||||||
Shares issued in public offering | $ 5,250,003 | 5,250,003 | 5,250,003 | ||||||
Shares issued in public offering (in Shares) | 971,455 | ||||||||
Class A shares converted | $ (28,247) | $ 28,247 | |||||||
Class A shares converted (in Shares) | (21) | 21 | |||||||
Shares issued in connection with private placement | $ 2,562,660 | 2,562,660 | 2,562,660 | ||||||
Shares issued in connection with private placement (in Shares) | 989,903 | ||||||||
Share issuance costs | $ (679,890) | (679,890) | (679,890) | ||||||
Stock-based compensation | (1,452,380) | (1,452,380) | (1,452,380) | ||||||
Cumulative translation adjustment | 93,317 | 93,317 | 93,317 | ||||||
Loss and comprehensive loss | (9,526,997) | (9,526,997) | (985,160) | (10,512,157) | |||||
Balance at Dec. 31, 2023 | $ 134,075,745 | $ 13,054,378 | $ 248,287 | $ (135,434,022) | $ 11,944,388 | $ (7,387,547) | $ 4,556,841 | ||
Balance (in Shares) at Dec. 31, 2023 | 2,506,015 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net Loss | $ (10,512,157) | $ (22,473,192) |
Adjustments to reconcile net loss to net cash: | ||
Amortization (Note 7) | 23,754 | 93,543 |
Amortization of intangible assets (Note 10) | 2,444,445 | 2,937,423 |
Impairment of goodwill and other intangibles | 3,968,332 | 8,919,002 |
Finance expense | 60,770 | |
Loss on sale of equipment | 63,385 | |
Gain from debt settlement | (49,498) | |
Effect of foreign exchange | 61,235 | 70,157 |
Change in fair value of warrant liability | (361,055) | |
Share-based compensation | (1,452,380) | 1,567,583 |
Receivables | 42,527 | 62,868 |
Prepaid expenses and other current assets | 62,752 | 154,700 |
Deposits | 100,000 | |
Deferred revenue | (34,226) | (124,231) |
Accounts payable and accrued liabilities | (239,073) | (61,112) |
Cash flows from operating activities | (5,520,904) | (9,153,544) |
FINANCING ACTIVITIES | ||
Repayment of notes payable – related party | (2,519,835) | (63,819) |
Proceeds from warrant exercises | 4,561,200 | |
Proceeds from share issuances | 7,812,663 | 13,251,733 |
Payments for lease liabilities | (128,560) | (260,185) |
Payments of share issuance costs | (679,890) | (1,736,662) |
Cash flows from financing activities | 9,045,578 | 11,191,067 |
INVESTING ACTIVITIES | ||
Purchase of equipment | (40,211) | |
Proceeds from sale of equipment | 4,899 | |
Development of intangible assets | (19,413) | (2,496,621) |
Cash flows from investing activities | (14,514) | (2,536,832) |
Change in cash during the period | 3,510,160 | (499,309) |
Cash – Beginning of period | 1,178,847 | 1,678,156 |
Cash – End of period | $ 4,689,007 | $ 1,178,847 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2023 | |
Nature of Operations [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS Versus Systems Inc. (the Company) was continued under the Business Corporations Act (British Columbia) effective January 2, 2007. The Company’s head office and registered and records office is 1558 West Hastings Street, Vancouver, BC, V6C 3J4, Canada. The Company’s common stock is traded on the NASDAQ under the symbol “VS”. The Company’s Unit A warrants are traded on NASDAQ under “VSSYW”. On November 9, 2022, the Company completed a one -for-15 -for-16 The Company is engaged in the technology sector and has developed a proprietary prizing and promotions tool allowing game developers and creators of streaming media, live events, broadcast TV, games, apps, and other content to offer real world prizes inside their content. The ability to win prizes drives increased levels of consumer engagement creating an attractive platform for advertisers. In June 2021, the Company completed its 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 Company partners with professional sports franchises across Major League Baseball (MLB), National Hockey League (NHL), National Basketball Association (NBA) and the National Football League (NFL) to drive audience engagement. The Company is in the process of considering a number of strategic alternatives for the Company focused on maximizing shareholder value, including, but not limited to, an acquisition, merger, reverse merger, sale of assets, strategic partnership, capital raise or other transaction. The Company is hopeful that the change in governing jurisdiction from British Columbia to Delaware will more appropriately reflect its 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 the Company’s ability to execute an acquisitive growth strategy using its capital stock as consideration, and (iii) better focus management efforts on each U.S. and international operation and better attract and retain key employees. These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As of December 31, 2023, the Company has not achieved positive cash flow from operations and is not able to finance day to day activities through operations and as such, there is substantial doubt as to the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to attain profitable operations and generate funds therefrom and/or raise equity capital or borrowings sufficient to meet current and future obligations. These consolidated financial statements do not include any adjustments as to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION | 2. BASIS OF PRESENTATION Basis of presentation These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP). Functional and presentation currency These consolidated financial statements are presented in United States dollars, unless otherwise noted, which is the functional currency of the Company and its subsidiaries. Principles of consolidation These consolidated financial statements include the accounts of Versus Systems Inc. and its subsidiaries, from the date control was acquired. Control exists when the Company possesses power over an investee, has exposure to variable returns from the investee and has the ability to use its power over the investee to affect its returns. All inter -company -company -controlling -controlling -controlling Name of Subsidiary Place of Incorporation Proportion of Ownership Interest Principal Activity Versus Systems (Holdco) Inc. United States of America 81.9 % Holding Company Versus Systems UK, Ltd. United Kingdom 81.9 % Sales Company Versus LLC United States of America 81.9 % Technology Company Xcite Interactive, Inc. United States of America 100.0 % Technology Company Reclassifications Certain amounts in the 2022 consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications have no impact on previously reported net loss or total equity. Use of estimates The preparation of these 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. 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. 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: i) Deferred tax assets, including those arising from un -utilized ii) Management has determined that intangible asset costs which were capitalized may have future economic benefits and may be economically recoverable. Management uses several criteria in its assessments of economic recoverability and probability of future economic benefits including anticipated cash flows and estimated economic life. iii) -based The Company uses the Black -Scholes -based iv) The Company’s intangible assets and equipment are depreciated and amortized on a straight -line v) The functional currency of the Company and its subsidiaries is the currency of the primary economic environment in which each entity operates. Determination of the functional currency may involve certain judgments to determine the primary economic environment. The functional currency may change if there is a change in events and conditions which determines the primary economic environment. vi) The Company’s contracts with customers may include promises to transfer multiple products and services. For these contracts, the Company accounts for individual performance obligations separately if they are capable of being distinct and distinct within the context of the contract. Determining whether products and services are considered distinct performance obligations may require significant judgment. Judgment is also required to determine the stand -alone |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 3. SIGNIFICANT ACCOUNTING POLICIES Basic and diluted loss per share Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the reporting periods. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share, except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. Potentially dilutive options and warrants excluded from diluted loss per share as of December 31, 2023 totaled 925,635 (December 31, 2022 — 442,573). Property and equipment Property and equipment is recorded at cost less accumulated amortization and any impairments. Amortization is calculated based on the estimated residual value and estimated economic life of the specific assets using the straight -line Asset Rate Computers Straight line, 3 years Right of use assets Shorter of useful life or lease term Financial instruments Classification The Company classifies its financial instruments into the following categories: Measurement The Company applies Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided for fair value measurements. ASC 820 establishes a three -tier — -Observable — -Includes — -Unobservable ASC 820 recommends three main approaches for measuring the fair value of assets and liabilities: -related -term -term For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company uses its valuation processes to decide its valuation policies and procedures and analyze changes in fair value measurements from period to period. For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re -assessing Financial assets and liabilities at amortized cost Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. Financial assets and liabilities at FVTPL Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise. Impairment of financial assets at amortized cost The Company applies the Current Expected Credit Loss (CECL) model under ASC 326 for impairment of financial assets. This model requires the recognition of an allowance for credit losses based on expected losses over the life of the asset. If the credit risk of a financial asset decreases in a subsequent period, any previously recognized impairment loss is reversed through profit or loss, limited to the extent that the carrying amount does not exceed what the amortized cost would have been had the impairment not been recognized. Intangible assets excluding goodwill Derecognition of financial assets The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. As at December 31, 2023, the Company does not have any derivative financial assets and liabilities. Intangible assets acquired separately are carried at cost at the time of initial recognition. Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date. Expenditure on research activities is recognized as an expense in the period in which it is incurred. Intangibles with a finite useful life are amortized and those with an indefinite useful life are not amortized. The useful life is the best estimate of the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the Company. The useful life is based on the duration of the expected use of the asset by the Company and the legal, regulatory or contractual provisions that constrain the useful life and future cash flows of the asset, including regulatory acceptance and approval, obsolescence, demand, competition and other economic factors. If an income approach is used to measure the fair value of an intangible asset, the Company considers the period of expected cash flows used to measure the fair value of the intangible asset, adjusted as appropriate for Company -specific Intangibles with a finite useful life are amortized on the straight -line -line Goodwill The Company allocates goodwill arising from business combinations to reporting units that are expected to receive the benefits from the synergies of the business combination. The carrying amount reporting units to which goodwill has been allocated is tested annually for impairment or when there is an indication that the goodwill may be impaired. Any impairment is recognized as an expense immediately. Deferred financing costs Deferred financing costs consist primarily of direct incremental costs related to the Company’s public offering of its common stock. Upon completion of the Company’s financings any deferred costs were offset against the proceeds. Impairment of intangible assets excluding goodwill There are special requirements for the development of software to be sold. The costs incurred to establish the technological feasibility of the software that will be sold are expensed as research and development when incurred. Once technological feasibility has been achieved, the Company capitalizes the remaining costs incurred to develop the software for sale. Costs are capitalized until the product is ready to be sold or marketed to customers, at which time, amortization of the capitalized costs begins. At the end of each reporting period, the Company reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered impairment losses. If any such indication exists, fair value of the reporting unit or an asset group to which the asset belongs is estimated in order to determine the extent of the impairment losses (if any). If the fair value of an asset (or an asset group/reporting unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or an asset group/reporting unit ) is reduced to fair value. Income taxes The Company accounts for income taxes utilizing the assets and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating loss and tax credit carry forwards, using enacted tax rates and laws that are expected to be in effect when the differences reverse. A valuation allowance is recorded against deferred tax assets in these cases then management does not believe that the realization is more likely than not. While management believes that its judgements and estimates regarding deferred tax assets and liabilities are appropriate, significant differences in actual results may materially affect the Company’s future financial results. The Company recognizes any uncertain income tax positions at the largest amount that is more -likely-than-not Leases The Company early adopted ASC 842, Leases, as of January 1, 2019 using the modified retrospective application. The Company assesses at contract inception whether a contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term corresponds to the non -cancellable All leases are accounted for as operating leases wherein rental payments are expensed on a straight -line -of-use -current -based Loss contingencies A loss contingency is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Loss contingencies are determined by discounting the expected future cash flows at a pre -tax Non-controlling interest Non -controlling -controlling -controlling -controlling -controlling Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are recorded as equity transactions. The carrying amount of non -controlling -controlling -controlling Valuation of Equity Units Issued in Private Placements In accordance with U.S. GAAP, particularly ASC 505 -10 1. 2. -pricing -Scholes -free The total proceeds from the issuance of equity units are allocated between the common shares and the warrants based on their relative fair values at the date of issuance. This allocation is reflected in the equity section of the balance sheet, with the fair value of the warrants recorded as a component of additional paid -in -in This method of valuation and allocation ensures compliance with the fair value measurement and equity classification requirements of U.S. GAAP. Warrants issued in equity financing transactions The Company engages in equity financing transactions to obtain funds necessary to continue operations. These equity financing transactions may involve issuance of common shares or units. Each unit comprises a certain number of shares and a certain number of warrants. Depending on the terms and conditions of each equity financing transaction, the warrants are exercisable into additional common shares at a price prior to expiry as stipulated by the transaction. Warrants that are part of units are assigned a value based on the residual value, if any. As of February 1, 2021, the warrants were considered a derivative liability since the obligation to issue shares was not fixed in the Company’s functional currency. The derivative warrant liability was measured as fair value at issue with subsequent changes recognized in the consolidated statement of loss and comprehensive loss. A $9,743,659 warrant derivative loss was recorded in the consolidated statement of loss and comprehensive loss beginning February 1, 2021 when the Company changed its functional currency. As of December 31, 2023 and 2022 the associated warrants have expired and the remaining balance of the warrant liability is $0. The Company uses the Black -Scholes -based Share-based compensation The Company grants stock options to acquire common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee. The fair value of stock options is measured on the date of grant, using the Black -Scholes In situations where equity instruments are issued to non -employees -based -based Revenue recognition In general, the Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Company, where there is evidence of an arrangement, when the selling price is fixed or determinable, and when specific criteria have been met or there are no significant remaining performance obligations for each of the Company’s activities as described below. Foreseeable losses, if any, are recognized in the year or period in which the loss is determined. The Company earns revenue in two primary ways: 1) the sales of software -as-a-service -built The Company recognizes SAAS revenues from its interactive production sales over the life of the contract as its performance obligations are satisfied. Payment terms vary by contract and can be periodic or one -time The Company recognizes revenues received from the development and maintenance of custom -built For revenues received from the sales of advertising, the Company is deemed the agent in its revenue agreements. The Company does not own or obtain control of the digital advertising inventory. The Company recognizes revenues upon the achievement of agreed -upon The Company’s contracts with customers may include promises to transfer multiple products and services. For these contracts, the Company accounts for individual performance obligations separately if they are capable of being distinct and distinct within the context of the contract. Determining whether products and services are considered distinct performance obligations may require significant judgment. Judgment is also required to determine the stand -alone Deferred revenue Revenue recognition of sales is recorded on a monthly basis upon delivery or as the services are provided. 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. Foreign exchange The functional currency is the currency of the primary economic environment in which the Company operates and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries is the United States dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in ASC 830, Foreign Currency Matters. Foreign currency transactions in currencies other than the United States dollar are recorded at exchange rates prevailing on the dates of the transactions. Foreign currency transaction gains and losses are generally recognized in profit or loss and presented within gain (loss) on foreign exchange. At the end of each reporting period, the monetary assets and liabilities of the Company and its subsidiaries that are denominated in foreign currencies are translated at the rate of exchange at the date of the consolidated balance sheet. Non -monetary Comprehensive income (loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) and represents the change in shareholders’ equity (deficit) which results from transactions and events from sources other than the Company’s shareholders. Comprehensive loss differs from net loss for the year ended December 31, 2023 due to the effects of foreign translation gains and losses. Recent accounting pronouncements not yet adopted New accounting pronouncements In March 2023, the FASB issued ASU 2023 -01 In March 2023, the FASB issued ASU 2023 -02 -02 In March 2023, the FASB issued ASU 2023 -03 In August 2023, the FASB issued ASU 2023 -05 -60 ventures and is effective for joint ventures formed on or after January 1, 2025. Entities may choose to apply these amendments retrospectively if sufficient information is available. The Company is currently evaluating how this ASU will impact its consolidated financial statements and disclosures. In October 2023, the FASB issued ASU 2023 -06 In November 2023, the FASB issued ASU 2023 -07 In December 2023, the FASB issued ASU 2023 -08 -60 In December 2023, the FASB issued ASU 2023 -09 -related Recent adopted accounting pronouncements In January 2017, the FASB issued ASU No. 2017 -04 In October 2021, the FASB issued ASU 2021 -08 -08 In June 2016, the FASB issued ASU 2016 -13 -13 Management does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material effect on the Company’s present or future consolidated financial statements. |
Change in Functional and Presen
Change in Functional and Presentation Currency | 12 Months Ended |
Dec. 31, 2023 | |
Change in Functional and Presentation Currency [Abstract] | |
CHANGE IN FUNCTIONAL AND PRESENTATION CURRENCY | 4. CHANGE IN FUNCTIONAL AND PRESENTATION CURRENCY The Company changed its functional currency from the Canadian dollar (CAD) to the United States dollar (USD) as of February 1, 2021. The change in functional currency coincided with the January 2021 initial public offering and listing on the Nasdaq. Considering Versus’ business activities, comprised primarily of United States dollar revenue and expenditures, as well as, United States dollar denominated financings, management determined that the functional currency of the Company is the United States dollar. All assets, liabilities, equity, and other components of stockholders’ equity (deficit) were translated into United States dollars at the exchange rate at the date of change. |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
RECEIVABLES | 5. RECEIVABLES As of December 31, 2023, accounts receivable consists of customer receivables of $8,680 (net an allowance for credit losses of $2,700) and Goods and Services Tax (GST) receivable of $9,542. As of December 31, 2022, accounts receivable consists of customer receivables of $46,592 (net an allowance for credit losses of $6,100) and GST receivable of $14,157. |
Restricted Deposit
Restricted Deposit | 12 Months Ended |
Dec. 31, 2023 | |
Restricted Deposit [Abstract] | |
RESTRICTED DEPOSIT | 6. RESTRICTED DEPOSIT As at December 31, 2023, restricted deposits consisted of $8,679 (December 31, 2022 – $8,489) held in a guaranteed investment certificate as collateral for a corporate credit card. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 7. PROPERTY AND EQUIPMENT Computers Right of Use Asset Total ($) ($) ($) Cost At December 31, 2021 181,390 749,202 930,592 Additions 65,329 — 65,329 At December 31, 2022 246,719 749,202 995,921 Additions — — — Disposals (222,468 ) — (222,468 ) At December 31, 2023 24,251 749,202 773,453 Accumulated amortization At December 31, 2021 113,079 523,579 636,658 Amortization for the period 39,667 225,623 265,290 At December 31, 2022 152,746 749,202 901,948 Amortization for the period 23,754 — 23,754 Disposals (154,184 ) — (154,184 ) At December 31, 2023 22,316 749,202 771,518 Carrying amounts At December 31, 2021 68,311 225,623 293,934 At December 31, 2022 93,973 — 93,973 At December 31, 2023 1,935 — 1,935 |
Non-Controlling Interest In Ver
Non-Controlling Interest In Versus Llc | 12 Months Ended |
Dec. 31, 2023 | |
Non-Controlling Interest In Versus Llc [Abstract] | |
NON-CONTROLLING INTEREST IN VERSUS LLC | 8. NON-CONTROLLING INTEREST IN VERSUS LLC As of December 31, 2018, the Company held a 41.3% ownership interest in Versus LLC, a privately held limited liability company organized under the laws of the state of Nevada. The Company consolidates Versus LLC as a result of having full control over the voting shares. Versus LLC is a technology company that is developing a business -to-business -based During 2019, the Company increased its ownership by 25.2% in a series of transactions through the issuance of common shares and warrants. On March 1, 2022, the Company acquired an additional 15.1% interest in Versus LLC in exchange for 715 common shares of the Company. The common shares were determined to have a fair value of $186,294. As a result, the Company increased its ownership interest to 81.9% and recorded the excess purchase price over net identifiable assets of $4,562,631 against additional -paid-in-capital -controlling The following table presents summarized financial information before intragroup eliminations for the non -wholly 2023 2022 Non-controlling interest percentage 18.1% 18.1% ($) ($) Assets Current 2,996,250 1,011,636 Non-current 1,935 2,822,122 2,998,185 3,843,758 Liabilities Current 175,051 518,701 Non-current 45,960,372 39,774,321 46,135,423 40,293,022 Net liabilities (43,137,238 ) (36,449,264 ) Non-controlling interest (7,387,547 ) (6,402,387 ) Net loss (10,418,840 ) (22,318,222 ) Net loss attributed to non-controlling interest (985,160 ) (2,146,185 ) |
Acquisition of Xcite Interactiv
Acquisition of Xcite Interactive, Inc. | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition of Xcite Interactive, Inc.[Abstract] | |
ACQUISITION OF XCITE INTERACTIVE, INC. | 9. ACQUISITION OF XCITE INTERACTIVE, INC. A) Summary of the Acquisition On June 3, 2021, the Company closed its acquisition of all the issued and outstanding common shares of Xcite Interactive Inc. (Xcite) in exchange for common shares of the Company. Pursuant to the terms of the acquisition, the Company acquired all the issued and outstanding Xcite common shares. The acquisition was accounted for using the acquisition method pursuant to ASC 805, “Business Combinations”. Under the acquisition method, assets and liabilities are measured at their estimated fair value on the date of acquisition. The total consideration was allocated to the tangible and intangible assets acquired and liabilities assumed and goodwill in the amount of $6.5 million was recorded. B) Impairment of Goodwill and Intangible Assets The Company conducts an annual impairment analysis in accordance with ASC 350 and ASC 360. A number of factors influenced the performance of Xcite Interactive in 2022 and beyond, including reduced revenue projections, the time and cost involved in creating custom games, the departure of key Xcite employees, and the competitive landscape of the fan engagement industry. As a result, the Company engaged a third -party The analysis determined that the fair value was $3,760,000 resulting in an impairment of $8,919,002. The goodwill balance of $6,580,660 was written down to $0. The additional impairment of $2,673,342 was attributed on a pro -rata |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | 10. INTANGIBLE ASSETS Intangible assets are comprised of a business -to-business -based Software Customer Relationships Trade name Developed Technology Total Cost At December 31, 2021 12,218,908 4,840,000 750,000 1,550,000 19,358,908 Additions 2,496,621 — — — 2,496,621 Impairments — (1,699,034 ) (329,167 ) (340,139 ) (2,338,340 ) At December 31, 2022 14,715,529 3,170,966 420,833 1,209,861 19,517,189 Additions 19,413 — — — 19,413 Impairment (1,656,691 ) (1,745,854 ) (420,833 ) (144,954 ) (3,968,332 ) At December 31, 2023 13,078,251 1,425,112 — 1,064,907 15,568,270 Accumulated amortization At December 31, 2021 9,582,355 345,714 — 258,333 10,186,402 Amortization 1,729,326 691,430 — 516,667 2,937,423 At December 31, 2022 11,311,681 1,037,144 — 775,000 13,123,825 Amortization 1,766,570 387,968 — 289,907 2,444,445 At December 31, 2023 13,078,251 1,425,112 — 1,064,907 15,568,270 Carrying amounts At December 31, 2021 2,636,553 4,494,286 750,000 1,291,667 9,172,506 At December 31, 2022 3,403,848 2,133,822 420,833 434,861 6,393,364 At December 31, 2023 0 0 0 0 0 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The Company’s accounts payable and accrued liabilities are comprised of the following: December 31, 2023 December 31, 2022 ($) ($) Accounts payable (Note 12) 82,579 138,276 Due to related parties (Note 12 and Note 14) 177,500 304,623 Accrued liabilities (Note 12) 26,348 79,113 286,427 522,012 |
Notes Payable _ Related Party
Notes Payable – Related Party | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable - Related Party [Abstract] | |
NOTES PAYABLE – RELATED PARTY | 12. NOTES PAYABLE — RELATED PARTY During the year ended December 31, 2023, the Company repaid $2,519,835 of principal. As at December 31, 2023, the Company had recorded $0 in accrued interest. During the year ended December 31, 2022, the Company repaid $64,550 of principal. As at December 31, 2022, the Company had recorded $23,456 in accrued interest which was included in accounts payable and accrued liabilities. During the year ended December 31, 2023, the Company recorded finance expense of $0 (December 31, 2022 — $60,770), related to bringing the notes to their present value. Amount ($) Balance at December 31, 2021 2,786,183 Repayments (64,550 ) Finance expense 60,770 Foreign exchange adjustment (177,690 ) Balance, December 31, 2022 2,604,713 Foreign currency adjustment (35,380 ) Repayments (2,519,835 ) Cancellation of remaining debt (49,498 ) Balance, December 31, 2023 — Current — Non-current — |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2023 | |
Share Capital [Abstract] | |
SHARE CAPITAL | 13. SHARE CAPITAL a) Authorized share capital The Company is authorized to issue an unlimited number of Class A Shares. The Class A Shares do not have any special rights or restrictions attached. As of December 31, 2023 and 2022, there were 0 and 21 Class A Shares issued and outstanding, respectively. The Class A shares were converted to common shares on December 22, 2023. b) Issued share capital During the year ended December 31, 2023, the Company: i) ii) iii) iv) v) During the year ended December 31, 2022, the Company: vi) vii) viii) Issued 2,461 shares at a price of $355.20 per unit for total proceeds of $874,125 as a result of the underwriter exercising the overallotment. ix) x) -funded xi) xii) -funded c) Stock options The Company may grant incentive stock options to its officers, directors, employees, and consultants. The Company has implemented a rolling Stock Option Plan (the “Plan”) whereby the Company can issue up to 10% of the issued and outstanding common shares of the Company. Options have a maximum term of ten years and vesting is determined by the Board of Directors. A continuity schedule of outstanding stock options is as follows: Number Outstanding Weighted Average Exercise Price ($) Balance – December 31, 2021 8,091 1,017.60 Granted 6,533 99.04 Exercised — — Forfeited (386 ) 1,484.96 Balance – December 31, 2022 14,238 594.08 Granted 25,000 14.40 Exercised — — Forfeited (10,247 ) 392.60 Balance – December 31, 2023 28,990 165.38 During the year ended December 31, 2023, 25,000 stock options were granted by the Company, and the Company recorded share -based During the year ended December 31, 2022, 6,533 stock options were granted by the Company, and the Company recorded share -based The Company used the following assumptions in calculating the fair value of stock options for the period ended: December 31, 2023 December 31, 2022 Risk-free interest rate 3.93% 2.14% – 4.03% Expected life of options 3.69 years 5.0 years Expected dividend yield Nil Nil Volatility 132.65% 96.90% – 112.40% At December 31, 2023, the Company had incentive stock options outstanding as follows: Expiry Date Options Outstanding Exercise Price Weighted Average Remaining Life ($) (years) April 2, 2024 432 604.80 0.25 June 27, 2024 26 614.40 0.49 September 27, 2024 962 1,087.20 0.74 October 22, 2024 52 967.20 0.81 July 24, 2025 556 715.20 1.56 July 31, 2025 546 715.20 1.58 August 10, 2025 52 715.20 1.61 June 1, 2026 236 1,689.60 2.42 June 29, 2026 44 1,356.00 2.50 August 19, 2026 1,501 1,008.00 2.64 May 10, 2027 13 189.60 3.36 August 17, 2027 3,212 96.00 3.63 September 20, 2027 140 55.20 3.72 February 13, 2028 21,218 14.40 4.12 28,990 165.38 3.69 d) Share purchase warrants A continuity schedule of outstanding share purchase warrants is as follows: Number Outstanding Weighted Average Exercise Price ($) Balance – December 31, 2021 18,692 1,639.20 Exercised — — Expired (11,662 ) 1,540.80 Issued 322,878 54.72 Balance – December 31, 2022 329,908 91.84 Exercised (283,875 ) 16.19 Expired — — Issued 850,612 3.83 Balance – December 31, 2023 (1) 896,645 32.36 (1) During the year ended December 31, 2023, the Company: i) ii) iii) During the year ended December 31, 2022, the Company: iv) v) vi) vii) -funded The Company used the following assumptions in calculating the fair value of the warrants for the period ended: December 31, 2023 December 31, 2022 Risk-free interest rate 4.13% – 4.49% 3.99% – 4.22% Expected life of warrants 2.06 – 4.80 years 3.06 – 5.05 years Expected dividend yield Nil Nil Volatility 132.78% 119% – 124.9% Weighted average fair value per warrant $ 4.69 $ 4.16 At December 31, 2023, the Company had share purchase warrants outstanding as follows: Expiration Date Warrants Outstanding Exercise Price Weighted Average Remaining Life ($) (years) January 20, 2026 (1) 7,030 1,800.00 2.06 February 28, 2027 20,689 460.80 3.16 December 6, 2027 13,781 20.00 3.93 December 9, 2027 9,876 17.60 3.94 January 18, 2028 25,906 124.80 4.05 February 2, 2028 10,938 14.40 4.10 October 17, 2028 783,968 3.68 4.80 October 17, 2028 24,457 4.05 4.80 896,645 32.36 4.69 (1) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 14. RELATED PARTY TRANSACTIONS The following summarizes the Company’s related party transactions, not disclosed elsewhere in these consolidated financial statements, during the years ended December 31, 2023 and 2022. Key management personnel includes the Chief Executive Officer (CEO), Chief Financial Officer (CFO) and certain directors and officers and companies controlled or significantly influenced by them. Key Management Personnel 2023 2022 ($) ($) Short-term employee benefits paid or accrued to the CEO of the Company, including share-based compensation vested for incentive stock options and performance warrants. 342,275 350,657 Short-term employee benefits paid or accrued to the CFO of the Company, including share-based compensation vested for incentive stock options and performance warrants. 354,995 363,291 Short-term employee benefits paid or accrued to a member of the advisory board of the Company, including share-based compensation vested for incentive stock options and performance warrants. 54,518 215,038 Short-term employee benefits paid or accrued to the Chief Technology Officer of the Company, including share-based compensation vested for incentive stock options and performance warrants. 276,395 306,441 Short-term employee benefits paid or accrued to a Director of the Company, including share-based compensation vested for incentive stock options and performance warrants. 257,945 293,585 Short-term employee benefits paid or accrued to the Chief People Officer of the Company, including share-based compensation vested for incentive stock options and performance warrants. 205,112 205,681 Short-term employee benefits paid or accrued to other directors and officers of the Company, including share-based compensation vested for incentive stock options and performance warrants. 84,586 426,153 Total 1,575,826 2,160,846 Other Related Party Payments Office sharing and occupancy costs of $75,214 (December 31, 2022 — $64,741) were paid or accrued to a corporation that shares management in common with the Company. Amounts Outstanding a) -interest b) $0 |
Concentration of Risk
Concentration of Risk | 12 Months Ended |
Dec. 31, 2023 | |
Concentration of Risk [Abstract] | |
CONCENTRATION OF RISK | 15. CONCENTRATION OF RISK Credit risk Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its payment obligations. The Company has no material counterparties to its financial instruments with the exception of the financial institutions which hold its cash. The Company manages its credit risk by ensuring that its cash is placed with a major financial institution with strong investment grade ratings by a primary ratings agency. The Company’s receivables consist of goods and services due from customers and tax due from the Canadian government. Financial instrument risk exposure The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board approves and monitors the risk management processes. Liquidity risk The Company’s cash is invested in business accounts which are available on demand. The Company has raised additional capital during the years ended December 31, 2023 and 2022. Interest rate risk The Company’s bank account earns interest income at variable rates. The fair value of its portfolio is relatively unaffected by changes in short -term Foreign exchange risk Foreign currency exchange rate risk is the risk that the fair value of financial instruments or future cash flows will fluctuate because of changes in foreign exchange rates. The Company operates in Canada and the United States. The Company was exposed to the following foreign currency risk as at December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 ($) ($) Cash 1,630,841 245,858 Accounts payable and accrued liabilities (105,941 ) (93,630 ) 1,524,900 152,228 As at December 31, 2023, with other variables unchanged, a +/- 10% change in the United States dollar to Canadian dollar exchange rate would impact the Company’s net loss by $152,500 (December 31, 2022 — $15,200). |
Management of Capital
Management of Capital | 12 Months Ended |
Dec. 31, 2023 | |
Management of Capital [Abstract] | |
MANAGEMENT OF CAPITAL | 16. MANAGEMENT OF CAPITAL The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company. Capital consists of items within equity (deficit). The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The Company is not subject to any externally imposed capital requirements. The Company remains dependent on external financing to fund its activities. In order to sustain its operations, the Company will spend its existing cash on hand and raise additional amounts as needed until the business generates sufficient revenues to be self -sustaining In order to maximize ongoing corporate development efforts, the Company does not pay out dividends. The Company’s investment policy is to keep its cash treasury invested in certificates of deposit with major financial institutions. There have been no changes to the Company’s approach to capital management during the year ended December 31, 2023. |
Geographical Segmented Informat
Geographical Segmented Information | 12 Months Ended |
Dec. 31, 2023 | |
Geographical Segmented Information [Abstract] | |
GEOGRAPHICAL SEGMENTED INFORMATION | 17. GEOGRAPHICAL SEGMENTED INFORMATION The Company is engaged in three business activities, the live events business, which includes partnering with multiple professional sports franchises to drive in -stadium -to-business -based Details of identifiable assets by geographic segments are as follows: Restricted deposits Deposits Property and equipment Intangible assets December 31, 2023 Canada $ 8,679 $ — $ — $ — USA — — 1,935 — $ 8,679 $ — $ 1,935 $ — December 31, 2022 Canada $ 8,489 $ — $ — $ — USA — 100,000 93,973 6,393,364 $ 8,489 $ 100,000 $ 93,973 $ 6,393,364 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | 18. SUPPLEMENTAL CASH FLOW INFORMATION December 31, 2023 December 31, 2022 ($) ($) Non-cash investing and financing activities: Shares issued to acquire Holdco shares — 715 Shares issued in connection with Xcite acquisition — 262 Shares issued to convert Class A shares 28,247 — |
Lease Obligations and Commitmen
Lease Obligations and Commitments | 12 Months Ended |
Dec. 31, 2023 | |
Lease Obligations and Commitments [Abstract] | |
LEASE OBLIGATIONS AND COMMITMENTS | 19. LEASE OBLIGATIONS AND COMMITMENTS Lease Liabilities Lease liabilities recognized as of January 1, 2022 $ 367,884 Change in lease liabilities (239,324 ) Less: current portion 128,560 At December 31, non-current portion — Lease liabilities recognized as of January 1, 2023 128,560 Change in lease liabilities (128,560 ) At December 31, 2023 0 On August 1, 2015, the Company entered into a cost sharing arrangement agreement for the provision of office space and various administrative services. In May of 2018, the Company extended the cost sharing arrangement to July of 2022 at a monthly fee of CAD $7,000 plus GST per month. On September 6, 2017, the Company entered into a rental agreement for office space in Los Angeles, California. Under the terms of the agreement the Company will pay $17,324 per month commencing on October 1, 2017 until June 30, 2023. On April 30, 2023, the Company vacated its leased office space in Los Angeles, California in accordance with the termination of the lease. As of December 31, 2023, the Company operates using a fully remote workforce and does not have any long -term -term -of-use |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
INCOME TAXES | 20. INCOME TAXES a) Provision for Income Taxes The components of loss before income taxes are as follows: Year Ended December 31, 2023 2022 Domestic $ (8,925,899 ) $ (20,999,110 ) Foreign (1,586,258 ) (1,474,082 ) Total $ (10,512,157 ) $ (22,473,192 ) For purposes of reconciling the Company’s provision for income taxes at the statutory rate and the Company’s provision (benefit) for income taxes at the effective tax rate, a notional 27% tax rate was applied as follows: 2023 2022 ($) ($) Loss for the year (10,512,157 ) (22,473,192 ) Income tax at federal statutory rate (2,838,000 ) (5,876,000 ) Increase (decrease) in tax resulting from: Change in statutory, foreign tax, foreign exchange rates and other 536,000 (12,000 ) Permanent differences (218,000 ) 1,875,000 Share issue costs — 370,000 Change in unrecognized deductible temporary differences 2,686,000 3,643,000 Other (166,000 ) — Income tax expense — — The difference between the statutory federal income tax rate and the Company’s effective tax rate in 2023, and 2022 is primarily attributable to the difference between the U.S. and foreign tax rates, non -deductible -based -deductible The net deferred tax assets (liabilities) are comprised of the following: 2023 2022 ($) ($) Deferred tax assets: Non-capital losses carry-forward 15,769,000 14,379,000 Exploration and Evaluation assets 1,470,000 1,470,000 Share issuance costs 733,000 789,000 Intangible assets 2,047,000 622,000 Other deferreds 1,000 12,000 Allowable capital losses 3,635,000 3,558,000 Property and equipment 77,000 76,000 Valuation allowance (23,732,000 ) (20,906,000 ) Total deferred income taxes — — A valuation allowance is recorded to reduce deferred tax assets to the amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three -year As of December 31, 2023, the Company has accumulated federal and state net operating loss (“NOL”) carryforwards of $30.1 million and $15.6 million, respectively. The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated balance sheets are as follows: Temporary Differences 2023 Expiry Date Range 2022 Expiry Date Range ($) ($) Non-capital losses available for future periods – US 45,697,000 2036 to indefinite 41,188,000 2036 to indefinite Non-capital losses available for future periods – Canada 22,862,000 2026 to 2043 21,739,000 2026 to 2041 Allowable capital losses 13,463,000 No expiry date 13,178,000 No expiry date Property and equipment 280,000 No expiry date 270,000 No expiry date Intangible assets 9,747,000 No expiry date 2,962,000 No expiry date Exploration and evaluation assets 5,446,000 No expiry date 5,446,000 No expiry date Share issuance costs 2,715,000 No expiry date 2,922,000 No expiry date The Company is subject to taxation in the United States and various states along with other foreign countries. The Company has not been notified that it is under audit by the IRS or any state, however, due to the presence of NOL carryforwards, all the income tax years remain open for examination in each of these jurisdictions. There are no audits in any foreign jurisdictions. The Company does not believe that it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease in the next 12 months. Deferred income taxes have not been provided for undistributed earnings of the Company’s consolidated foreign subsidiaries because of the Company’s intent to reinvest such earnings indefinitely in active foreign operations. Tax attributes are subject to review, and potential adjustment, by tax authorities. The Company files income tax returns with Canada, U.S. and state governments. With few exceptions, the Company is no longer subject to tax examinations by tax authorities for years before 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 21. SUBSEQUENT EVENTS The Company has evaluated subsequent events after the balance sheet date of December 31, 2023 through April 1, 2024, the date the consolidated financial statements were issued. Based upon its evaluation, management has determined that no subsequent events have occurred that would require recognition in the accompanying consolidated financial statements or disclosure in the notes thereto. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basic and diluted loss per share | Basic and diluted loss per share Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders by the weighted average number of shares outstanding during the reporting periods. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share, except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. Potentially dilutive options and warrants excluded from diluted loss per share as of December 31, 2023 totaled 925,635 (December 31, 2022 — 442,573). |
Property and equipment | Property and equipment Property and equipment is recorded at cost less accumulated amortization and any impairments. Amortization is calculated based on the estimated residual value and estimated economic life of the specific assets using the straight -line Asset Rate Computers Straight line, 3 years Right of use assets Shorter of useful life or lease term |
Financial instruments | Financial instruments Classification The Company classifies its financial instruments into the following categories: Measurement The Company applies Accounting Standards Codification (ASC) 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided for fair value measurements. ASC 820 establishes a three -tier — -Observable — -Includes — -Unobservable ASC 820 recommends three main approaches for measuring the fair value of assets and liabilities: -related -term -term For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company uses its valuation processes to decide its valuation policies and procedures and analyze changes in fair value measurements from period to period. For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re -assessing Financial assets and liabilities at amortized cost Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. Financial assets and liabilities at FVTPL Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in profit or loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise. Impairment of financial assets at amortized cost The Company applies the Current Expected Credit Loss (CECL) model under ASC 326 for impairment of financial assets. This model requires the recognition of an allowance for credit losses based on expected losses over the life of the asset. If the credit risk of a financial asset decreases in a subsequent period, any previously recognized impairment loss is reversed through profit or loss, limited to the extent that the carrying amount does not exceed what the amortized cost would have been had the impairment not been recognized. |
Intangible assets excluding goodwill | Intangible assets excluding goodwill Derecognition of financial assets The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in profit or loss. As at December 31, 2023, the Company does not have any derivative financial assets and liabilities. Intangible assets acquired separately are carried at cost at the time of initial recognition. Intangible assets acquired in a business combination and recognized separately from goodwill are initially recognized at their fair value at the acquisition date. Expenditure on research activities is recognized as an expense in the period in which it is incurred. Intangibles with a finite useful life are amortized and those with an indefinite useful life are not amortized. The useful life is the best estimate of the period over which the asset is expected to contribute directly or indirectly to the future cash flows of the Company. The useful life is based on the duration of the expected use of the asset by the Company and the legal, regulatory or contractual provisions that constrain the useful life and future cash flows of the asset, including regulatory acceptance and approval, obsolescence, demand, competition and other economic factors. If an income approach is used to measure the fair value of an intangible asset, the Company considers the period of expected cash flows used to measure the fair value of the intangible asset, adjusted as appropriate for Company -specific Intangibles with a finite useful life are amortized on the straight -line -line |
Goodwill | Goodwill The Company allocates goodwill arising from business combinations to reporting units that are expected to receive the benefits from the synergies of the business combination. The carrying amount reporting units to which goodwill has been allocated is tested annually for impairment or when there is an indication that the goodwill may be impaired. Any impairment is recognized as an expense immediately. |
Deferred financing costs | Deferred financing costs Deferred financing costs consist primarily of direct incremental costs related to the Company’s public offering of its common stock. Upon completion of the Company’s financings any deferred costs were offset against the proceeds. |
Impairment of intangible assets excluding goodwill | Impairment of intangible assets excluding goodwill There are special requirements for the development of software to be sold. The costs incurred to establish the technological feasibility of the software that will be sold are expensed as research and development when incurred. Once technological feasibility has been achieved, the Company capitalizes the remaining costs incurred to develop the software for sale. Costs are capitalized until the product is ready to be sold or marketed to customers, at which time, amortization of the capitalized costs begins. At the end of each reporting period, the Company reviews the carrying amounts of its intangible assets to determine whether there is any indication that those assets have suffered impairment losses. If any such indication exists, fair value of the reporting unit or an asset group to which the asset belongs is estimated in order to determine the extent of the impairment losses (if any). If the fair value of an asset (or an asset group/reporting unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or an asset group/reporting unit ) is reduced to fair value. |
Income taxes | Income taxes The Company accounts for income taxes utilizing the assets and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating loss and tax credit carry forwards, using enacted tax rates and laws that are expected to be in effect when the differences reverse. A valuation allowance is recorded against deferred tax assets in these cases then management does not believe that the realization is more likely than not. While management believes that its judgements and estimates regarding deferred tax assets and liabilities are appropriate, significant differences in actual results may materially affect the Company’s future financial results. The Company recognizes any uncertain income tax positions at the largest amount that is more -likely-than-not |
Leases | Leases The Company early adopted ASC 842, Leases, as of January 1, 2019 using the modified retrospective application. The Company assesses at contract inception whether a contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term corresponds to the non -cancellable All leases are accounted for as operating leases wherein rental payments are expensed on a straight -line -of-use -current -based |
Loss contingencies | Loss contingencies A loss contingency is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle the obligation. Loss contingencies are determined by discounting the expected future cash flows at a pre -tax |
Non-controlling interest | Non-controlling interest Non -controlling -controlling -controlling -controlling -controlling Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are recorded as equity transactions. The carrying amount of non -controlling -controlling -controlling |
Valuation of Equity Units Issued in Private Placements | Valuation of Equity Units Issued in Private Placements In accordance with U.S. GAAP, particularly ASC 505 -10 1. 2. -pricing -Scholes -free The total proceeds from the issuance of equity units are allocated between the common shares and the warrants based on their relative fair values at the date of issuance. This allocation is reflected in the equity section of the balance sheet, with the fair value of the warrants recorded as a component of additional paid -in -in This method of valuation and allocation ensures compliance with the fair value measurement and equity classification requirements of U.S. GAAP. |
Warrants issued in equity financing transactions | Warrants issued in equity financing transactions The Company engages in equity financing transactions to obtain funds necessary to continue operations. These equity financing transactions may involve issuance of common shares or units. Each unit comprises a certain number of shares and a certain number of warrants. Depending on the terms and conditions of each equity financing transaction, the warrants are exercisable into additional common shares at a price prior to expiry as stipulated by the transaction. Warrants that are part of units are assigned a value based on the residual value, if any. As of February 1, 2021, the warrants were considered a derivative liability since the obligation to issue shares was not fixed in the Company’s functional currency. The derivative warrant liability was measured as fair value at issue with subsequent changes recognized in the consolidated statement of loss and comprehensive loss. A $9,743,659 warrant derivative loss was recorded in the consolidated statement of loss and comprehensive loss beginning February 1, 2021 when the Company changed its functional currency. As of December 31, 2023 and 2022 the associated warrants have expired and the remaining balance of the warrant liability is $0. The Company uses the Black -Scholes -based |
Share-based compensation | Share-based compensation The Company grants stock options to acquire common shares of the Company to directors, officers, employees and consultants. An individual is classified as an employee when the individual is an employee for legal or tax purposes, or provides services similar to those performed by an employee. The fair value of stock options is measured on the date of grant, using the Black -Scholes In situations where equity instruments are issued to non -employees -based -based |
Revenue recognition | Revenue recognition In general, the Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Company, where there is evidence of an arrangement, when the selling price is fixed or determinable, and when specific criteria have been met or there are no significant remaining performance obligations for each of the Company’s activities as described below. Foreseeable losses, if any, are recognized in the year or period in which the loss is determined. The Company earns revenue in two primary ways: 1) the sales of software -as-a-service -built The Company recognizes SAAS revenues from its interactive production sales over the life of the contract as its performance obligations are satisfied. Payment terms vary by contract and can be periodic or one -time The Company recognizes revenues received from the development and maintenance of custom -built For revenues received from the sales of advertising, the Company is deemed the agent in its revenue agreements. The Company does not own or obtain control of the digital advertising inventory. The Company recognizes revenues upon the achievement of agreed -upon The Company’s contracts with customers may include promises to transfer multiple products and services. For these contracts, the Company accounts for individual performance obligations separately if they are capable of being distinct and distinct within the context of the contract. Determining whether products and services are considered distinct performance obligations may require significant judgment. Judgment is also required to determine the stand -alone |
Deferred revenue | Deferred revenue Revenue recognition of sales is recorded on a monthly basis upon delivery or as the services are provided. 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. |
Foreign exchange | Foreign exchange The functional currency is the currency of the primary economic environment in which the Company operates and has been determined for each entity within the Company. The functional currency for the Company and its subsidiaries is the United States dollar. The functional currency determinations were conducted through an analysis of the consideration factors identified in ASC 830, Foreign Currency Matters. Foreign currency transactions in currencies other than the United States dollar are recorded at exchange rates prevailing on the dates of the transactions. Foreign currency transaction gains and losses are generally recognized in profit or loss and presented within gain (loss) on foreign exchange. At the end of each reporting period, the monetary assets and liabilities of the Company and its subsidiaries that are denominated in foreign currencies are translated at the rate of exchange at the date of the consolidated balance sheet. Non -monetary |
Comprehensive income (loss) | Comprehensive income (loss) Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss) and represents the change in shareholders’ equity (deficit) which results from transactions and events from sources other than the Company’s shareholders. Comprehensive loss differs from net loss for the year ended December 31, 2023 due to the effects of foreign translation gains and losses. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted New accounting pronouncements In March 2023, the FASB issued ASU 2023 -01 In March 2023, the FASB issued ASU 2023 -02 -02 In March 2023, the FASB issued ASU 2023 -03 In August 2023, the FASB issued ASU 2023 -05 -60 ventures and is effective for joint ventures formed on or after January 1, 2025. Entities may choose to apply these amendments retrospectively if sufficient information is available. The Company is currently evaluating how this ASU will impact its consolidated financial statements and disclosures. In October 2023, the FASB issued ASU 2023 -06 In November 2023, the FASB issued ASU 2023 -07 In December 2023, the FASB issued ASU 2023 -08 -60 In December 2023, the FASB issued ASU 2023 -09 -related Recent adopted accounting pronouncements In January 2017, the FASB issued ASU No. 2017 -04 In October 2021, the FASB issued ASU 2021 -08 -08 In June 2016, the FASB issued ASU 2016 -13 -13 Management does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material effect on the Company’s present or future consolidated financial statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Basis of Presentation [Abstract] | |
Schedule of Subsidiary | Adjustments to non -controlling Name of Subsidiary Place of Incorporation Proportion of Ownership Interest Principal Activity Versus Systems (Holdco) Inc. United States of America 81.9 % Holding Company Versus Systems UK, Ltd. United Kingdom 81.9 % Sales Company Versus LLC United States of America 81.9 % Technology Company Xcite Interactive, Inc. United States of America 100.0 % Technology Company |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Property and Equipment is Recorded at Cost Less Accumulated Amortization and Any Impairments | Property and equipment is recorded at cost less accumulated amortization and any impairments. Amortization is calculated based on the estimated residual value and estimated economic life of the specific assets using the straight -line Asset Rate Computers Straight line, 3 years Right of use assets Shorter of useful life or lease term |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property and Equipment [Abstract] | |
Schedule of Property and Equipment | Computers Right of Use Asset Total ($) ($) ($) Cost At December 31, 2021 181,390 749,202 930,592 Additions 65,329 — 65,329 At December 31, 2022 246,719 749,202 995,921 Additions — — — Disposals (222,468 ) — (222,468 ) At December 31, 2023 24,251 749,202 773,453 Accumulated amortization At December 31, 2021 113,079 523,579 636,658 Amortization for the period 39,667 225,623 265,290 At December 31, 2022 152,746 749,202 901,948 Amortization for the period 23,754 — 23,754 Disposals (154,184 ) — (154,184 ) At December 31, 2023 22,316 749,202 771,518 Carrying amounts At December 31, 2021 68,311 225,623 293,934 At December 31, 2022 93,973 — 93,973 At December 31, 2023 1,935 — 1,935 |
Non-Controlling Interest In V_2
Non-Controlling Interest In Versus Llc (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Non-Controlling Interest In Versus Llc [Abstract] | |
Schedule of Financial Information of Non-Wholly Owned Subsidiary | The following table presents summarized financial information before intragroup eliminations for the non -wholly 2023 2022 Non-controlling interest percentage 18.1% 18.1% ($) ($) Assets Current 2,996,250 1,011,636 Non-current 1,935 2,822,122 2,998,185 3,843,758 Liabilities Current 175,051 518,701 Non-current 45,960,372 39,774,321 46,135,423 40,293,022 Net liabilities (43,137,238 ) (36,449,264 ) Non-controlling interest (7,387,547 ) (6,402,387 ) Net loss (10,418,840 ) (22,318,222 ) Net loss attributed to non-controlling interest (985,160 ) (2,146,185 ) |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets [Abstract] | |
Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform | Intangible assets are comprised of a business -to-business -based Software Customer Relationships Trade name Developed Technology Total Cost At December 31, 2021 12,218,908 4,840,000 750,000 1,550,000 19,358,908 Additions 2,496,621 — — — 2,496,621 Impairments — (1,699,034 ) (329,167 ) (340,139 ) (2,338,340 ) At December 31, 2022 14,715,529 3,170,966 420,833 1,209,861 19,517,189 Additions 19,413 — — — 19,413 Impairment (1,656,691 ) (1,745,854 ) (420,833 ) (144,954 ) (3,968,332 ) At December 31, 2023 13,078,251 1,425,112 — 1,064,907 15,568,270 Accumulated amortization At December 31, 2021 9,582,355 345,714 — 258,333 10,186,402 Amortization 1,729,326 691,430 — 516,667 2,937,423 At December 31, 2022 11,311,681 1,037,144 — 775,000 13,123,825 Amortization 1,766,570 387,968 — 289,907 2,444,445 At December 31, 2023 13,078,251 1,425,112 — 1,064,907 15,568,270 Carrying amounts At December 31, 2021 2,636,553 4,494,286 750,000 1,291,667 9,172,506 At December 31, 2022 3,403,848 2,133,822 420,833 434,861 6,393,364 At December 31, 2023 0 0 0 0 0 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The Company’s accounts payable and accrued liabilities are comprised of the following: December 31, 2023 December 31, 2022 ($) ($) Accounts payable (Note 12) 82,579 138,276 Due to related parties (Note 12 and Note 14) 177,500 304,623 Accrued liabilities (Note 12) 26,348 79,113 286,427 522,012 |
Notes Payable _ Related Party (
Notes Payable – Related Party (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Notes Payable - Related Party [Abstract] | |
Schedule of Finance Expense | During the year ended December 31, 2023, the Company recorded finance expense of $0 (December 31, 2022 — $60,770), related to bringing the notes to their present value. Amount ($) Balance at December 31, 2021 2,786,183 Repayments (64,550 ) Finance expense 60,770 Foreign exchange adjustment (177,690 ) Balance, December 31, 2022 2,604,713 Foreign currency adjustment (35,380 ) Repayments (2,519,835 ) Cancellation of remaining debt (49,498 ) Balance, December 31, 2023 — Current — Non-current — |
Share Capital (Tables)
Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share Capital [Line Items] | |
Schedule of Outstanding Stock Options | A continuity schedule of outstanding stock options is as follows: Number Outstanding Weighted Average Exercise Price ($) Balance – December 31, 2021 8,091 1,017.60 Granted 6,533 99.04 Exercised — — Forfeited (386 ) 1,484.96 Balance – December 31, 2022 14,238 594.08 Granted 25,000 14.40 Exercised — — Forfeited (10,247 ) 392.60 Balance – December 31, 2023 28,990 165.38 |
Schedule of Assumptions For Fair Value of Stock Options | The Company used the following assumptions in calculating the fair value of stock options for the period ended: December 31, 2023 December 31, 2022 Risk-free interest rate 3.93% 2.14% – 4.03% Expected life of options 3.69 years 5.0 years Expected dividend yield Nil Nil Volatility 132.65% 96.90% – 112.40% |
Schedule of Share Purchase Warrants Outstanding | At December 31, 2023, the Company had incentive stock options outstanding as follows: Expiry Date Options Outstanding Exercise Price Weighted Average Remaining Life ($) (years) April 2, 2024 432 604.80 0.25 June 27, 2024 26 614.40 0.49 September 27, 2024 962 1,087.20 0.74 October 22, 2024 52 967.20 0.81 July 24, 2025 556 715.20 1.56 July 31, 2025 546 715.20 1.58 August 10, 2025 52 715.20 1.61 June 1, 2026 236 1,689.60 2.42 June 29, 2026 44 1,356.00 2.50 August 19, 2026 1,501 1,008.00 2.64 May 10, 2027 13 189.60 3.36 August 17, 2027 3,212 96.00 3.63 September 20, 2027 140 55.20 3.72 February 13, 2028 21,218 14.40 4.12 28,990 165.38 3.69 |
Warrant [Member] | |
Share Capital [Line Items] | |
Schedule of Outstanding Stock Options | A continuity schedule of outstanding share purchase warrants is as follows: Number Outstanding Weighted Average Exercise Price ($) Balance – December 31, 2021 18,692 1,639.20 Exercised — — Expired (11,662 ) 1,540.80 Issued 322,878 54.72 Balance – December 31, 2022 329,908 91.84 Exercised (283,875 ) 16.19 Expired — — Issued 850,612 3.83 Balance – December 31, 2023 (1) 896,645 32.36 (1) |
Schedule of Assumptions For Fair Value of Stock Options | The Company used the following assumptions in calculating the fair value of the warrants for the period ended: December 31, 2023 December 31, 2022 Risk-free interest rate 4.13% – 4.49% 3.99% – 4.22% Expected life of warrants 2.06 – 4.80 years 3.06 – 5.05 years Expected dividend yield Nil Nil Volatility 132.78% 119% – 124.9% Weighted average fair value per warrant $ 4.69 $ 4.16 |
Schedule of Share Purchase Warrants Outstanding | At December 31, 2023, the Company had share purchase warrants outstanding as follows: Expiration Date Warrants Outstanding Exercise Price Weighted Average Remaining Life ($) (years) January 20, 2026 (1) 7,030 1,800.00 2.06 February 28, 2027 20,689 460.80 3.16 December 6, 2027 13,781 20.00 3.93 December 9, 2027 9,876 17.60 3.94 January 18, 2028 25,906 124.80 4.05 February 2, 2028 10,938 14.40 4.10 October 17, 2028 783,968 3.68 4.80 October 17, 2028 24,457 4.05 4.80 896,645 32.36 4.69 (1) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Key Management Personnel | Key Management Personnel 2023 2022 ($) ($) Short-term employee benefits paid or accrued to the CEO of the Company, including share-based compensation vested for incentive stock options and performance warrants. 342,275 350,657 Short-term employee benefits paid or accrued to the CFO of the Company, including share-based compensation vested for incentive stock options and performance warrants. 354,995 363,291 Short-term employee benefits paid or accrued to a member of the advisory board of the Company, including share-based compensation vested for incentive stock options and performance warrants. 54,518 215,038 Short-term employee benefits paid or accrued to the Chief Technology Officer of the Company, including share-based compensation vested for incentive stock options and performance warrants. 276,395 306,441 Short-term employee benefits paid or accrued to a Director of the Company, including share-based compensation vested for incentive stock options and performance warrants. 257,945 293,585 Short-term employee benefits paid or accrued to the Chief People Officer of the Company, including share-based compensation vested for incentive stock options and performance warrants. 205,112 205,681 Short-term employee benefits paid or accrued to other directors and officers of the Company, including share-based compensation vested for incentive stock options and performance warrants. 84,586 426,153 Total 1,575,826 2,160,846 |
Concentration of Risk (Tables)
Concentration of Risk (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Concentration of Risk [Abstract] | |
Schedule of Foreign Currency Risk | The Company was exposed to the following foreign currency risk as at December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 ($) ($) Cash 1,630,841 245,858 Accounts payable and accrued liabilities (105,941 ) (93,630 ) 1,524,900 152,228 |
Geographical Segmented Inform_2
Geographical Segmented Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Geographical Segmented Information [Abstract] | |
Schedule of Identifiable Assets by Geographic Segments | Details of identifiable assets by geographic segments are as follows: Restricted deposits Deposits Property and equipment Intangible assets December 31, 2023 Canada $ 8,679 $ — $ — $ — USA — — 1,935 — $ 8,679 $ — $ 1,935 $ — December 31, 2022 Canada $ 8,489 $ — $ — $ — USA — 100,000 93,973 6,393,364 $ 8,489 $ 100,000 $ 93,973 $ 6,393,364 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Supplemental Cash Flow Information | December 31, 2023 December 31, 2022 ($) ($) Non-cash investing and financing activities: Shares issued to acquire Holdco shares — 715 Shares issued in connection with Xcite acquisition — 262 Shares issued to convert Class A shares 28,247 — |
Lease Obligations and Commitm_2
Lease Obligations and Commitments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Lease Obligations and Commitments [Abstract] | |
Schedule of Lease Liabilities | Lease liabilities recognized as of January 1, 2022 $ 367,884 Change in lease liabilities (239,324 ) Less: current portion 128,560 At December 31, non-current portion — Lease liabilities recognized as of January 1, 2023 128,560 Change in lease liabilities (128,560 ) At December 31, 2023 0 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes [Abstract] | |
Schedule of Components of Loss Before Income Taxes | The components of loss before income taxes are as follows: Year Ended December 31, 2023 2022 Domestic $ (8,925,899 ) $ (20,999,110 ) Foreign (1,586,258 ) (1,474,082 ) Total $ (10,512,157 ) $ (22,473,192 ) |
Schedule of Income Taxes at Statutory Rates | For purposes of reconciling the Company’s provision for income taxes at the statutory rate and the Company’s provision (benefit) for income taxes at the effective tax rate, a notional 27% tax rate was applied as follows: 2023 2022 ($) ($) Loss for the year (10,512,157 ) (22,473,192 ) Income tax at federal statutory rate (2,838,000 ) (5,876,000 ) Increase (decrease) in tax resulting from: Change in statutory, foreign tax, foreign exchange rates and other 536,000 (12,000 ) Permanent differences (218,000 ) 1,875,000 Share issue costs — 370,000 Change in unrecognized deductible temporary differences 2,686,000 3,643,000 Other (166,000 ) — Income tax expense — — |
Schedule of Net Deferred Tax Assets (Liabilities) | The net deferred tax assets (liabilities) are comprised of the following: 2023 2022 ($) ($) Deferred tax assets: Non-capital losses carry-forward 15,769,000 14,379,000 Exploration and Evaluation assets 1,470,000 1,470,000 Share issuance costs 733,000 789,000 Intangible assets 2,047,000 622,000 Other deferreds 1,000 12,000 Allowable capital losses 3,635,000 3,558,000 Property and equipment 77,000 76,000 Valuation allowance (23,732,000 ) (20,906,000 ) Total deferred income taxes — — |
Schedule of Unused Tax Credits and Unused Tax Losses | The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated balance sheets are as follows: Temporary Differences 2023 Expiry Date Range 2022 Expiry Date Range ($) ($) Non-capital losses available for future periods – US 45,697,000 2036 to indefinite 41,188,000 2036 to indefinite Non-capital losses available for future periods – Canada 22,862,000 2026 to 2043 21,739,000 2026 to 2041 Allowable capital losses 13,463,000 No expiry date 13,178,000 No expiry date Property and equipment 280,000 No expiry date 270,000 No expiry date Intangible assets 9,747,000 No expiry date 2,962,000 No expiry date Exploration and evaluation assets 5,446,000 No expiry date 5,446,000 No expiry date Share issuance costs 2,715,000 No expiry date 2,922,000 No expiry date |
Basis of Presentation (Details)
Basis of Presentation (Details) - Schedule of Subsidiary | 12 Months Ended |
Dec. 31, 2023 | |
Versus Systems (Holdco) Inc. [Member] | |
Schedule of Subsidiary [Line Items] | |
Place of Incorporation | United States of America |
Proportion of Ownership Interest | 81.90% |
Principal Activity | Holding Company |
Versus Systems UK, Ltd. [Member] | |
Schedule of Subsidiary [Line Items] | |
Place of Incorporation | United Kingdom |
Proportion of Ownership Interest | 81.90% |
Principal Activity | Sales Company |
Versus LLC [Member] | |
Schedule of Subsidiary [Line Items] | |
Place of Incorporation | United States of America |
Proportion of Ownership Interest | 81.90% |
Principal Activity | Technology Company |
Xcite Interactive, Inc. [Member] | |
Schedule of Subsidiary [Line Items] | |
Place of Incorporation | United States of America |
Proportion of Ownership Interest | 100% |
Principal Activity | Technology Company |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Feb. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Abstract] | |||
Diluted loss per share (in Shares) | 925,635 | 442,573 | |
Duration of intangible assets | 3 years | ||
Unrecognized tax benefits | 50% | ||
Derivative warrant loss | $ 9,743,659 | ||
Warrant liability | $ 0 | $ 0 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Property and Equipment is Recorded at Cost Less Accumulated Amortization and Any Impairments | 12 Months Ended |
Dec. 31, 2023 | |
Computers [Member] | |
Schedule of Property and Equipment is Recorded at Cost Less Accumulated Amortization and Any Impairments [Line Items] | |
Property and equipment estimated useful life | Straight line, 3 years |
Right of use assets [Member] | |
Schedule of Property and Equipment is Recorded at Cost Less Accumulated Amortization and Any Impairments [Line Items] | |
Property and equipment estimated useful life | Shorter of useful life or lease term |
Change in Functional and Pres_2
Change in Functional and Presentation Currency (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Change in Functional and Presentation Currency [Abstract] | |
Functional and presentation currency, description | The Company changed its functional currency from the Canadian dollar (CAD) to the United States dollar (USD) as of February 1, 2021. The change in functional currency coincided with the January 2021 initial public offering and listing on the Nasdaq. Considering Versus’ business activities, comprised primarily of United States dollar revenue and expenditures, as well as, United States dollar denominated financings, management determined that the functional currency of the Company is the United States dollar. All assets, liabilities, equity, and other components of stockholders’ equity (deficit) were translated into United States dollars at the exchange rate at the date of change. |
Receivables (Details)
Receivables (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Accounts receivable | $ 8,680 | $ 46,592 |
Allowance for doubtful accounts | 2,700 | 6,100 |
GST receivables | $ 9,542 | $ 14,157 |
Restricted Deposit (Details)
Restricted Deposit (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Restricted Deposit [Abstract] | ||
Restricted deposits | $ 8,679 | $ 8,489 |
Property and Equipment (Details
Property and Equipment (Details) - Schedule of Property and Equipment - Property, Plant and Equipment [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cost | ||
Cost Balance at Beginning | $ 995,921 | $ 930,592 |
Cost, Disposals | (222,468) | |
Cost, Additions | 65,329 | |
Cost Balance at Ending | 773,453 | 995,921 |
Accumulated amortization | ||
Accumulated amortization, Balance at Beginning | 901,948 | 636,658 |
Amortization for the period | 23,754 | 265,290 |
Accumulated amortization, Disposals | (154,184) | |
Accumulated amortization, Balance at Ending | 771,518 | 901,948 |
Carrying amounts | ||
Carrying amounts, Beginning | 93,973 | 293,934 |
Carrying amounts, Ending | 1,935 | 93,973 |
Computers [Member] | ||
Cost | ||
Cost Balance at Beginning | 246,719 | 181,390 |
Cost, Disposals | (222,468) | |
Cost, Additions | 65,329 | |
Cost Balance at Ending | 24,251 | 246,719 |
Accumulated amortization | ||
Accumulated amortization, Balance at Beginning | 152,746 | 113,079 |
Amortization for the period | 23,754 | 39,667 |
Accumulated amortization, Disposals | (154,184) | |
Accumulated amortization, Balance at Ending | 22,316 | 152,746 |
Carrying amounts | ||
Carrying amounts, Beginning | 93,973 | 68,311 |
Carrying amounts, Ending | 1,935 | 93,973 |
Right of Use Asset [Member] | ||
Cost | ||
Cost Balance at Beginning | 749,202 | 749,202 |
Cost, Disposals | ||
Cost, Additions | ||
Cost Balance at Ending | 749,202 | 749,202 |
Accumulated amortization | ||
Accumulated amortization, Balance at Beginning | 749,202 | 523,579 |
Amortization for the period | 225,623 | |
Accumulated amortization, Disposals | ||
Accumulated amortization, Balance at Ending | 749,202 | 749,202 |
Carrying amounts | ||
Carrying amounts, Beginning | 225,623 | |
Carrying amounts, Ending |
Non-Controlling Interest In V_3
Non-Controlling Interest In Versus Llc (Details) - USD ($) | Mar. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2019 | Dec. 31, 2018 |
Non-Controlling Interest In Versus Llc (Details) [Line Items] | |||||
Common shares (in Shares) | 2,506,015 | 260,761 | |||
Liabilities (in Dollars) | $ 4,562,631 | ||||
Non-controlling interest (in Dollars) | $ 4,376,337 | ||||
Common Stock [Member] | |||||
Non-Controlling Interest In Versus Llc (Details) [Line Items] | |||||
Common shares (in Shares) | 715 | ||||
Fair value (in Dollars) | $ 186,294 | ||||
Versus LLC [Member] | |||||
Non-Controlling Interest In Versus Llc (Details) [Line Items] | |||||
Ownership interest percentage | 81.90% | 41.30% | |||
Versus LLC [Member] | Common Stock [Member] | |||||
Non-Controlling Interest In Versus Llc (Details) [Line Items] | |||||
Ownership interest percentage | 25.20% | ||||
Versus Systems UK, Ltd. [Member] | |||||
Non-Controlling Interest In Versus Llc (Details) [Line Items] | |||||
Ownership interest percentage | 15.10% |
Non-Controlling Interest In V_4
Non-Controlling Interest In Versus Llc (Details) - Schedule of Financial Information of Non-Wholly Owned Subsidiary - Subsidiaries [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Financial Information of Non-Wholly Owned Subsidiary [Line Items] | ||
Non-controlling interest percentage | 18.10% | 18.10% |
Assets | ||
Current | $ 2,996,250 | $ 1,011,636 |
Non-current | 1,935 | 2,822,122 |
Total Assets | 2,998,185 | 3,843,758 |
Liabilities | ||
Current | 175,051 | 518,701 |
Non-current | 45,960,372 | 39,774,321 |
Total Liabilities | 46,135,423 | 40,293,022 |
Net liabilities | (43,137,238) | (36,449,264) |
Non-controlling interest | (7,387,547) | (6,402,387) |
Net loss | (10,418,840) | (22,318,222) |
Net loss attributed to non-controlling interest | $ (985,160) | $ (2,146,185) |
Acquisition of Xcite Interact_2
Acquisition of Xcite Interactive, Inc. (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Acquisition of Xcite Interactive, Inc.[Line Items] | |
Tangible and intangible assets acquired and liabilities assumed | $ 6,500,000 |
Impairment assets | 2,673,342 |
Written down | 0 |
Impairment of Goodwill and Intangible Assets [Member] | |
Acquisition of Xcite Interactive, Inc.[Line Items] | |
Impairment assets | 8,919,002 |
Other Intangible Assets [Member] | |
Acquisition of Xcite Interactive, Inc.[Line Items] | |
Goodwill | 6,580,660 |
Impairment of Goodwill and Intangible Assets [Member] | |
Acquisition of Xcite Interactive, Inc.[Line Items] | |
Fair value | $ 3,760,000 |
Intangible Assets (Details)
Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Intangible Assets [Abstract] | |
Impairment change | $ 3,968,332 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform - Finite-Lived Intangible Assets [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform [Line Items] | ||
Cost, Beginning | $ 19,517,189 | $ 19,358,908 |
Additions | 19,413 | 2,496,621 |
Impairments | (3,968,332) | (2,338,340) |
Cost, Ending | 15,568,270 | 19,517,189 |
Accumulated amortization, Beginning | 13,123,825 | 10,186,402 |
Amortization | 2,444,445 | 2,937,423 |
Accumulated amortization, Ending | 15,568,270 | 13,123,825 |
Carrying amounts, Beginning | 6,393,364 | 9,172,506 |
Carrying amounts, Ending | 0 | 6,393,364 |
Software [Member] | ||
Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform [Line Items] | ||
Cost, Beginning | 14,715,529 | 12,218,908 |
Additions | 19,413 | 2,496,621 |
Impairments | (1,656,691) | |
Cost, Ending | 13,078,251 | 14,715,529 |
Accumulated amortization, Beginning | 11,311,681 | 9,582,355 |
Amortization | 1,766,570 | 1,729,326 |
Accumulated amortization, Ending | 13,078,251 | 11,311,681 |
Carrying amounts, Beginning | 3,403,848 | 2,636,553 |
Carrying amounts, Ending | 0 | 3,403,848 |
Customer Relationships [Member] | ||
Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform [Line Items] | ||
Cost, Beginning | 3,170,966 | 4,840,000 |
Additions | ||
Impairments | (1,745,854) | (1,699,034) |
Cost, Ending | 1,425,112 | 3,170,966 |
Accumulated amortization, Beginning | 1,037,144 | 345,714 |
Amortization | 387,968 | 691,430 |
Accumulated amortization, Ending | 1,425,112 | 1,037,144 |
Carrying amounts, Beginning | 2,133,822 | 4,494,286 |
Carrying amounts, Ending | 0 | 2,133,822 |
Trade name [Member] | ||
Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform [Line Items] | ||
Cost, Beginning | 420,833 | 750,000 |
Additions | ||
Impairments | (420,833) | (329,167) |
Cost, Ending | 420,833 | |
Accumulated amortization, Beginning | ||
Amortization | ||
Accumulated amortization, Ending | ||
Carrying amounts, Beginning | 420,833 | 750,000 |
Carrying amounts, Ending | 0 | 420,833 |
Developed Technology [Member] | ||
Schedule of Intangible Assets are Comprised of a Business-to-Business Software Platform [Line Items] | ||
Cost, Beginning | 1,209,861 | 1,550,000 |
Additions | ||
Impairments | (144,954) | (340,139) |
Cost, Ending | 1,064,907 | 1,209,861 |
Accumulated amortization, Beginning | 775,000 | 258,333 |
Amortization | 289,907 | 516,667 |
Accumulated amortization, Ending | 1,064,907 | 775,000 |
Carrying amounts, Beginning | 434,861 | 1,291,667 |
Carrying amounts, Ending | $ 0 | $ 434,861 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accounts Payable and Accrued Liabilities [Line Items] | ||
Accounts payable | $ 82,579 | $ 138,276 |
Accrued liabilities | 26,348 | 79,113 |
Total | 286,427 | 522,012 |
Related Party [Member] | ||
Schedule of Accounts Payable and Accrued Liabilities [Line Items] | ||
Due to related parties | $ 177,500 | $ 304,623 |
Notes Payable _ Related Party_2
Notes Payable – Related Party (Details) - Note Payable Related Party [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Notes Payable – Related Party (Details) [Line Items] | ||
Repaid amount | $ 2,519,835 | $ 64,550 |
Accrued interest | 0 | 23,456 |
Finance expense | $ 0 | $ 60,770 |
Notes Payable _ Related Party_3
Notes Payable – Related Party (Details) - Schedule of Finance Expense - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Finance Expense [Abstract] | ||
Balance at beginning | $ 2,604,713 | $ 2,786,183 |
Repayments | (2,519,835) | (64,550) |
Cancellation of remaining debt | (49,498) | |
Finance expense | 60,770 | |
Foreign exchange adjustment | (35,380) | (177,690) |
Balance, at ending | $ 2,604,713 | |
Current | ||
Non-current |
Share Capital (Details)
Share Capital (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 09, 2022 | Mar. 24, 2023 | Feb. 28, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 17, 2023 | Feb. 02, 2023 | Jul. 18, 2022 | Mar. 01, 2022 | |
Share Capital [Line Items] | |||||||||
Class of share issued | 2,506,015 | 260,761 | |||||||
Shares outstanding | 2,506,015 | 260,761 | |||||||
Share issued price per share (in Dollars per share) | $ 2.59 | $ 16 | |||||||
Total proceeds (in Dollars) | $ 2,099,866 | $ 2,562,660 | $ 7,000,000 | ||||||
Issuances costs of transactions (in Dollars) | $ 522,460 | ||||||||
Exercise price per share (in Dollars per share) | $ 17.6 | $ 20 | $ 3.68 | $ 14.4 | |||||
Shares issued | 131,250 | 989,903 | 131,250 | ||||||
Conversion of Stock, Shares Issued | 21 | ||||||||
Common share | 1 | 18,750 | |||||||
Warrant shares | 1 | ||||||||
Pre-funded warrants | 1 | 112,500 | |||||||
Percentage of common shares issued and outstanding | 10% | ||||||||
Granted shares | 25,000 | 6,533 | |||||||
Share based compensation options vested (in Dollars) | $ 1,452,380 | $ 1,567,583 | |||||||
Warrant balance | 7,030 | ||||||||
Warrants issued | 13,781 | 815,217 | 10,938 | ||||||
Offering price per share (in Dollars per share) | $ 16 | ||||||||
IPO [Member] | |||||||||
Share Capital [Line Items] | |||||||||
Share issued price per share (in Dollars per share) | $ 384 | $ 3.68 | |||||||
Total proceeds (in Dollars) | $ 7,000,000 | ||||||||
Shares issued | 18,229 | ||||||||
Common share | 1 | ||||||||
Warrant shares | 1 | ||||||||
Common share, price per share (in Dollars per share) | $ 460.8 | ||||||||
Warrant [Member] | |||||||||
Share Capital [Line Items] | |||||||||
Share issued price | 283,875 | ||||||||
Share issued price per share (in Dollars per share) | $ 460.8 | ||||||||
Issuances costs of transactions (in Dollars) | $ 313,482 | ||||||||
Purchase exercise shares | 283,875 | ||||||||
Exercise price per share (in Dollars per share) | $ 17.37 | ||||||||
Total proceeds (in Dollars) | $ 4,561,200 | $ 2,155,195 | |||||||
Pre-funded warrants | 8,521 | ||||||||
Warrant balance | 7,030 | ||||||||
Over-Allotment Option [Member] | |||||||||
Share Capital [Line Items] | |||||||||
Share issued price per share (in Dollars per share) | $ 355.2 | $ 355.2 | |||||||
Total proceeds (in Dollars) | $ 874,125 | $ 874,125 | |||||||
Shares issued | 2,461 | 2,461 | |||||||
Common share | 1 | ||||||||
Warrant shares | 1 | ||||||||
Offering price per share (in Dollars per share) | $ 460.8 | ||||||||
Pre-Funded Warrants [Member] | |||||||||
Share Capital [Line Items] | |||||||||
Share issued price per share (in Dollars per share) | $ 124.8 | ||||||||
Total proceeds (in Dollars) | $ 2,099,866 | ||||||||
Shares issued | 17,271 | ||||||||
Common share | 8,750 | ||||||||
Private Placement [Member] | |||||||||
Share Capital [Line Items] | |||||||||
Share issued price per share (in Dollars per share) | $ 43.52 | ||||||||
Total proceeds (in Dollars) | $ 1,119,373 | ||||||||
Exercise price per share (in Dollars per share) | $ 4.05 | ||||||||
Shares issued | 25,768 | ||||||||
Warrants issued | 24,457 | ||||||||
Capital Units [Member] | |||||||||
Share Capital [Line Items] | |||||||||
Share issued price | 815,217 | ||||||||
Share issued price per share (in Dollars per share) | $ 14.4 | $ 384 | |||||||
Total proceeds (in Dollars) | $ 3,000,000 | ||||||||
Issuances costs of transactions (in Dollars) | $ 453,345 | $ 900,720 | |||||||
Shares issued | 18,229 | ||||||||
Capital Units [Member] | IPO [Member] | |||||||||
Share Capital [Line Items] | |||||||||
Share issued price | 156,250 | ||||||||
Total proceeds (in Dollars) | $ 2,250,000 | ||||||||
Issuances costs of transactions (in Dollars) | $ 226,544 | ||||||||
Common Stock [Member] | |||||||||
Share Capital [Line Items] | |||||||||
Class of share issued | 715 | ||||||||
Common share | 1 | ||||||||
Common Class A [Member] | |||||||||
Share Capital [Line Items] | |||||||||
Class of share issued | 0 | 21 | |||||||
Shares outstanding | 0 | 21 | |||||||
Unit A warrant [Member] | Warrant [Member] | |||||||||
Share Capital [Line Items] | |||||||||
Warrant balance | 7,030 | 7,030 | |||||||
Versus Holdco [Member] | |||||||||
Share Capital [Line Items] | |||||||||
Shares issued | 715 | ||||||||
Xcite Acquisition [Member] | |||||||||
Share Capital [Line Items] | |||||||||
Shares issued | 262 | ||||||||
Investor [Member] | |||||||||
Share Capital [Line Items] | |||||||||
Exercise price per share (in Dollars per share) | $ 124.8 | ||||||||
Common share | 1 | ||||||||
Warrants issued | 25,906 |
Share Capital (Details) - Sched
Share Capital (Details) - Schedule of Outstanding Stock Options - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Outstanding Stock Options [Abstract] | ||
Number Outstanding, Beginning Balance | 14,238 | 8,091 |
Weighted Average Exercise Price, Beginning Balance | $ 594.08 | $ 1,017.6 |
Number Outstanding, Granted | 25,000 | 6,533 |
Weighted Average Exercise Price, Granted | $ 14.4 | $ 99.04 |
Number Outstanding, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number Outstanding, Forfeited | (10,247) | (386) |
Weighted Average Exercise Price, Forfeited | $ 392.6 | $ 1,484.96 |
Number Outstanding, Ending Balance | 28,990 | 14,238 |
Weighted Average Exercise Price, Ending Balance | $ 165.38 | $ 594.08 |
Share Capital (Details) - Sch_2
Share Capital (Details) - Schedule of Assumptions For Fair Value of Stock Options | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Assumptions For Fair Value of Stock Options [Line Items] | ||
Risk-free interest rate | 3.93% | |
Expected life of options | 3 years 8 months 8 days | 5 years |
Expected dividend yield | ||
Volatility | 132.65% | |
Minimum [Member] | ||
Schedule of Assumptions For Fair Value of Stock Options [Line Items] | ||
Risk-free interest rate | 2.14% | |
Volatility | 96.90% | |
Maximum [Member] | ||
Schedule of Assumptions For Fair Value of Stock Options [Line Items] | ||
Risk-free interest rate | 4.03% | |
Volatility | 112.40% |
Share Capital (Details) - Sch_3
Share Capital (Details) - Schedule of Incentive Stock Options Outstanding - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2021 | |
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 14,238 | 28,990 | 8,091 |
Exercise Price | $ 594.08 | $ 165.38 | $ 1,017.6 |
Weighted Average Remaining Life | 3 years 8 months 8 days | ||
April 2, 2024 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 432 | ||
Exercise Price | $ 604.8 | ||
Weighted Average Remaining Life | 3 months | ||
June 27, 2024 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 26 | ||
Exercise Price | $ 614.4 | ||
Weighted Average Remaining Life | 5 months 26 days | ||
September 27, 2024 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 962 | ||
Exercise Price | $ 1,087.2 | ||
Weighted Average Remaining Life | 8 months 26 days | ||
October 22, 2024 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 52 | ||
Exercise Price | $ 967.2 | ||
Weighted Average Remaining Life | 9 months 21 days | ||
July 24, 2025 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 556 | ||
Exercise Price | $ 715.2 | ||
Weighted Average Remaining Life | 1 year 6 months 21 days | ||
July 31, 2025 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 546 | ||
Exercise Price | $ 715.2 | ||
Weighted Average Remaining Life | 1 year 6 months 29 days | ||
August 10, 2025 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 52 | ||
Exercise Price | $ 715.2 | ||
Weighted Average Remaining Life | 1 year 7 months 9 days | ||
June 1, 2026 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 236 | ||
Exercise Price | $ 1,689.6 | ||
Weighted Average Remaining Life | 2 years 5 months 1 day | ||
June 29, 2026 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 44 | ||
Exercise Price | $ 1,356 | ||
Weighted Average Remaining Life | 2 years 6 months | ||
August 19, 2026 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 1,501 | ||
Exercise Price | $ 1,008 | ||
Weighted Average Remaining Life | 2 years 7 months 20 days | ||
May 10, 2027 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 13 | ||
Exercise Price | $ 189.6 | ||
Weighted Average Remaining Life | 3 years 4 months 9 days | ||
August 17, 2027 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 3,212 | ||
Exercise Price | $ 96 | ||
Weighted Average Remaining Life | 3 years 7 months 17 days | ||
September 20, 2027 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 140 | ||
Exercise Price | $ 55.2 | ||
Weighted Average Remaining Life | 3 years 8 months 19 days | ||
February 13, 2028 [Member] | |||
Schedule of Incentive Stock Options Outstanding [Line Items] | |||
Options Outstanding | 21,218 | ||
Exercise Price | $ 14.4 | ||
Weighted Average Remaining Life | 4 years 1 month 13 days |
Share Capital (Details) - Sch_4
Share Capital (Details) - Schedule of Continuity Outstanding Share Purchase Warrants - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Schedule of Continuity Outstanding Share Purchase Warrants [Line Items] | |||
Number Outstanding, Beginning Balance | 329,908 | 18,692 | |
Weighted Average Exercise Price, Beginning Balance | $ 91.84 | $ 1,639.2 | |
Number Outstanding,Exercised | (283,875) | ||
Weighted Average Exercise Price, Exercised | $ 16.19 | ||
Number Outstanding,Expired | (11,662) | ||
Weighted Average Exercise Price, Expired | $ 1,540.8 | ||
Number Outstanding,Issued | 850,612 | 322,878 | |
Weighted Average Exercise Price, Issued | $ 3.83 | $ 54.72 | |
Number Outstanding, Ending Balance | 896,645 | [1] | 329,908 |
Weighted Average Exercise Price, Ending Balance | $ 32.36 | [1] | $ 91.84 |
[1]Unit A warrant balance is 7,030 as of December 31, 2023 and 2022. |
Share Capital (Details) - Sch_5
Share Capital (Details) - Schedule of Assumptions Fair Value of the Warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Assumptions Fair Value of the Warrants [Line Items] | ||
Risk-free interest rate | 3.93% | |
Expected life of warrants | 3 years 8 months 8 days | 5 years |
Expected dividend yield | ||
Volatility | 132.65% | |
Weighted average fair value per warrant (in Dollars per share) | $ 4.16 | |
Minimum [Member] | ||
Schedule of Assumptions Fair Value of the Warrants [Line Items] | ||
Risk-free interest rate | 2.14% | |
Volatility | 96.90% | |
Maximum [Member] | ||
Schedule of Assumptions Fair Value of the Warrants [Line Items] | ||
Risk-free interest rate | 4.03% | |
Volatility | 112.40% | |
Warrant [Member] | ||
Schedule of Assumptions Fair Value of the Warrants [Line Items] | ||
Expected dividend yield | ||
Volatility | 132.78% | |
Weighted average fair value per warrant (in Dollars per share) | $ 4.69 | |
Warrant [Member] | Minimum [Member] | ||
Schedule of Assumptions Fair Value of the Warrants [Line Items] | ||
Risk-free interest rate | 4.13% | 3.99% |
Expected life of warrants | 2 years 21 days | 3 years 21 days |
Volatility | 119% | |
Warrant [Member] | Maximum [Member] | ||
Schedule of Assumptions Fair Value of the Warrants [Line Items] | ||
Risk-free interest rate | 4.49% | 4.22% |
Expected life of warrants | 4 years 9 months 18 days | 5 years 18 days |
Volatility | 124.90% |
Share Capital (Details) - Sch_6
Share Capital (Details) - Schedule of Share Purchase Warrants Outstanding - Warrant [Member] - $ / shares | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Schedule of Share Purchase Warrants Outstanding [Line Items] | |||||
Warrants Outstanding | 896,645 | [1] | 329,908 | 18,692 | |
Warrants Exercise Price | $ 32.36 | ||||
Warrants Weighted Average Remaining Life | 4 years 8 months 8 days | ||||
January 20, 2026 [Member] | |||||
Schedule of Share Purchase Warrants Outstanding [Line Items] | |||||
Warrants Outstanding | [2] | 7,030 | |||
Warrants Exercise Price | [2] | $ 1,800 | |||
Warrants Weighted Average Remaining Life | [2] | 2 years 21 days | |||
February 28, 2027 [Member] | |||||
Schedule of Share Purchase Warrants Outstanding [Line Items] | |||||
Warrants Outstanding | 20,689 | ||||
Warrants Exercise Price | $ 460.8 | ||||
Warrants Weighted Average Remaining Life | 3 years 1 month 28 days | ||||
December 6, 2027 [Member] | |||||
Schedule of Share Purchase Warrants Outstanding [Line Items] | |||||
Warrants Outstanding | 13,781 | ||||
Warrants Exercise Price | $ 20 | ||||
Warrants Weighted Average Remaining Life | 3 years 11 months 4 days | ||||
December 9, 2027 [Member] | |||||
Schedule of Share Purchase Warrants Outstanding [Line Items] | |||||
Warrants Outstanding | 9,876 | ||||
Warrants Exercise Price | $ 17.6 | ||||
Warrants Weighted Average Remaining Life | 3 years 11 months 8 days | ||||
January 18, 2028 [Member] | |||||
Schedule of Share Purchase Warrants Outstanding [Line Items] | |||||
Warrants Outstanding | 25,906 | ||||
Warrants Exercise Price | $ 124.8 | ||||
Warrants Weighted Average Remaining Life | 4 years 18 days | ||||
February 2, 2028 [Member] | |||||
Schedule of Share Purchase Warrants Outstanding [Line Items] | |||||
Warrants Outstanding | 10,938 | ||||
Warrants Exercise Price | $ 14.4 | ||||
Warrants Weighted Average Remaining Life | 4 years 1 month 6 days | ||||
October 17, 2028 [Member] | |||||
Schedule of Share Purchase Warrants Outstanding [Line Items] | |||||
Warrants Outstanding | 783,968 | ||||
Warrants Exercise Price | $ 3.68 | ||||
Warrants Weighted Average Remaining Life | 4 years 9 months 18 days | ||||
October 17, 2028 [Member] | |||||
Schedule of Share Purchase Warrants Outstanding [Line Items] | |||||
Warrants Outstanding | 24,457 | ||||
Warrants Exercise Price | $ 4.05 | ||||
Warrants Weighted Average Remaining Life | 4 years 9 months 18 days | ||||
[1]Unit A warrant balance is 7,030 as of December 31, 2023 and 2022.[2]Unit A warrant balance is 7,030 as of December 31, 2023 and 2022. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Related Party Transactions [Line Items] | ||
Costs | $ 75,214 | $ 64,741 |
Director [Member] | ||
Related Party Transactions [Line Items] | ||
Accounts payable and accrued liabilities | 177,500 | 304,623 |
Related Party [Member] | ||
Related Party Transactions [Line Items] | ||
Note payable | $ 2,604,713 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Key Management Personnel - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Key Management Personnel [Line Items] | ||
Key Management Personnel | $ 1,575,826 | $ 2,160,846 |
CEO [Member] | ||
Schedule of Key Management Personnel [Line Items] | ||
Key Management Personnel | 342,275 | 350,657 |
CFO [Member] | ||
Schedule of Key Management Personnel [Line Items] | ||
Key Management Personnel | 354,995 | 363,291 |
Advisory Board [Member] | ||
Schedule of Key Management Personnel [Line Items] | ||
Key Management Personnel | 54,518 | 215,038 |
Chief Technology Officer [Member] | ||
Schedule of Key Management Personnel [Line Items] | ||
Key Management Personnel | 276,395 | 306,441 |
Director [Member] | ||
Schedule of Key Management Personnel [Line Items] | ||
Key Management Personnel | 257,945 | 293,585 |
Chief People Officer [Member] | ||
Schedule of Key Management Personnel [Line Items] | ||
Key Management Personnel | 205,112 | 205,681 |
Other Directors and Officers [Member] | ||
Schedule of Key Management Personnel [Line Items] | ||
Key Management Personnel | $ 84,586 | $ 426,153 |
Concentration of Risk (Details)
Concentration of Risk (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Financial Instruments and Risk Management [Abstract] | ||
Exchange rate | 10% | |
Net loss | $ 152,500 | $ 15,200 |
Concentration of Risk (Detail_2
Concentration of Risk (Details) - Schedule of Foreign Currency Risk - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Concentration of Risk (Details) - Schedule of Foreign Currency Risk [Line Items] | ||
Total | $ 1,524,900 | $ 152,228 |
Cash Risk [Member] | ||
Concentration of Risk (Details) - Schedule of Foreign Currency Risk [Line Items] | ||
Total | 1,630,841 | 245,858 |
Accounts payable and accrued liability [Member] | ||
Concentration of Risk (Details) - Schedule of Foreign Currency Risk [Line Items] | ||
Total | $ (105,941) | $ (93,630) |
Geographical Segmented Inform_3
Geographical Segmented Information (Details) - Schedule of Identifiable Assets by Geographic Segments - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Identifiable Assets by Geographic Segments [Line Items] | ||
Restricted deposits | $ 8,679 | $ 8,489 |
Deposits | 100,000 | |
Property and equipment | 1,935 | 93,973 |
Intangible assets | 6,393,364 | |
Canada [Member] | ||
Schedule of Identifiable Assets by Geographic Segments [Line Items] | ||
Restricted deposits | 8,679 | 8,489 |
Deposits | ||
Property and equipment | ||
Intangible assets | ||
USA [Member] | ||
Schedule of Identifiable Assets by Geographic Segments [Line Items] | ||
Restricted deposits | ||
Deposits | 100,000 | |
Property and equipment | 1,935 | 93,973 |
Intangible assets | $ 6,393,364 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - Schedule of Supplemental Cash Flow Information - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Non-cash investing and financing activities: | ||
Shares issued to acquire Holdco shares | $ 715 | |
Shares issued in connection with Xcite acquisition | 262 | |
Shares issued to convert Class A shares | $ 28,247 |
Lease Obligations and Commitm_3
Lease Obligations and Commitments (Details) | 1 Months Ended | ||
Sep. 06, 2017 USD ($) | May 31, 2018 CAD ($) | Dec. 31, 2023 USD ($) | |
Lease Obligations and Commitments [Abstract] | |||
Monthly fee (in Dollars) | $ 7,000 | ||
Rent paid | $ 17,324 | ||
Right-of-use asset | $ 0 |
Schedule of Lease Liabilities (
Schedule of Lease Liabilities (Details) - Schedule of Lease Liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease Obligations and Commitments [Abstract] | ||
Operating Lease, Liability | $ 128,560 | $ 367,884 |
Increase (Decrease) in Other Operating Liabilities | (128,560) | (239,324) |
Operating Lease, Liability, Current | 128,560 | |
Operating Lease, Liability, Noncurrent | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Abstract] | ||
Tax rate | 27% | |
Valuation allowance | $ 23.7 | $ 20.9 |
Net operating loss | $ 30.1 | $ 15.6 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Components of Loss Before Income Taxes - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Components of Loss Before Income Taxes [Abstract] | ||
Domestic | $ (8,925,899) | $ (20,999,110) |
Foreign | (1,586,258) | (1,474,082) |
Total | $ (10,512,157) | $ (22,473,192) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Taxes at Statutory Rates - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Income Taxes at Statutory Rates [Abstract] | ||
Loss for the year | $ (10,512,157) | $ (22,473,192) |
Income tax at federal statutory rate | (2,838,000) | (5,876,000) |
Change in statutory, foreign tax, foreign exchange rates and other | 536,000 | (12,000) |
Permanent differences | (218,000) | 1,875,000 |
Share issue costs | 370,000 | |
Change in unrecognized deductible temporary differences | 2,686,000 | 3,643,000 |
Other | (166,000) | |
Income tax expense |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Net Deferred Tax Assets (Liabilities) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Non-capital losses carry-forward | $ 15,769,000 | $ 14,379,000 |
Exploration and Evaluation assets | 1,470,000 | 1,470,000 |
Share issuance costs | 733,000 | 789,000 |
Intangible assets | 2,047,000 | 622,000 |
Other deferreds | 1,000 | 12,000 |
Allowable capital losses | 3,635,000 | 3,558,000 |
Property and equipment | 77,000 | 76,000 |
Valuation allowance | (23,732,000) | (20,906,000) |
Total deferred income taxes |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of Unused Tax Credits and Unused Tax Losses | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Non-capital losses available for future periods – US [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Temporary Differences | 45,697,000 | 41,188,000 |
Expiry Date Range | 2036 to indefinite | |
Non-capital losses available for future periods – US [Member] | Minimum [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Expiry Date Range | 2036 to indefinite | |
Non-capital losses available for future periods – Canada [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Temporary Differences | 22,862,000 | 21,739,000 |
Expiry Date Range | 2026 to 2043 | |
Non-capital losses available for future periods – Canada [Member] | Minimum [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Expiry Date Range | 2026 to 2041 | |
Allowable capital losses [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Temporary Differences | 13,463,000 | 13,178,000 |
Expiry Date Range | No expiry date | |
Allowable capital losses [Member] | Minimum [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Expiry Date Range | No expiry date | |
Property and equipment [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Temporary Differences | 280,000 | 270,000 |
Expiry Date Range | No expiry date | |
Property and equipment [Member] | Minimum [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Expiry Date Range | No expiry date | |
Intangible assets [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Temporary Differences | 9,747,000 | 2,962,000 |
Expiry Date Range | No expiry date | |
Intangible assets [Member] | Minimum [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Expiry Date Range | No expiry date | |
Exploration and evaluation assets [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Temporary Differences | 5,446,000 | 5,446,000 |
Expiry Date Range | No expiry date | |
Exploration and evaluation assets [Member] | Minimum [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Expiry Date Range | No expiry date | |
Share issuance costs [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Temporary Differences | 2,715,000 | 2,922,000 |
Expiry Date Range | No expiry date | |
Share issuance costs [Member] | Minimum [Member] | ||
Schedule of Deferred Income Taxes Unused Tax Credits and Unused Tax Losses [Line Items] | ||
Expiry Date Range | No expiry date |