VSee Health Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On October 9, 2025, VSee Health, Inc. (the “Company”) entered into a note purchase agreement (the “Note Purchase Agreement”) with an accredited institutional investor (the “Investor”) pursuant to which the Company issued to the Investor a secured note in the aggregate principal amount of $133,333.33 (the “Note”) for a purchase price of $120,000. The Note bears interest at the rate of 5% per annum and matures on May 8, 2026. The Note is not convertible, and provides for certain events of default that are typical for a transaction of this type, including, among other things, any breach of the representations or warranties made by the Company or its subsidiaries. In connection with any event of default that results in the acceleration of payment of the Note, the interest rate on the Note shall accrue at a rate equal to the lesser of 24% per annum or the maximum rate permitted under applicable law. For as long as the Note remains outstanding, the Note Purchase Agreement: (1) prohibits the Company from entering into an variable rate transaction, (2) requires that the Company provide the Investor with any more favorable terms granted to any future purchaser or holder of the Company’s debt or securities and (3) prohibits any exchange transaction involving the Company’s debt or securities.
Additionally, on October 9, 2025, the Company entered into an amendment agreement (the “Amendment Agreement”) with an accredited investor whereby the terms of the Security Agreements (as defined in the Note Purchase Agreement) including: (1) the Amended and Restated Security Agreement, dated as of June 24, 2024 by the Company, VSee Lab and iDoc entered in favor of Dominion Capital LLC, a Connecticut limited liability company and (2) the Security Agreement dated as of September 30, 2025 by the Company, Vsee Lab and iDoc and the Guaranties (as defined in the Note Purchase Agreement) including: (1) the Amended and Restated Guaranty dated as of June 24, 2024 and (2) Guaranty dated as of September 30, 2025, in each case by Vsee Lab and iDoc granted in favor of Dominion, were amended to include the Note so as to ensure that the Note will be fully secured by the assets of the Company and its subsidiaries.
The foregoing descriptions of the Amendment Agreement, the Note and the Note Purchase Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the Amendment Agreement, the Note, the Note Purchase Agreement, respectively filed as Exhibit 10.1, Exhibit 4.1 and Exhibit 10.2 hereto and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 4.1 | Form of Note, dated October 9, 2025 | |
| 10.1 | Amendment No.1 to Security Agreements and Guaranties, dated as of October 9, 2025, by and between the Company and the Investor | |
| 10.2 | Note Purchase Agreement, dated as of October 9, 2025, by and between the Company and the Investor | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 9, 2025 | VSEE HEALTH, INC. | |
| By: | /s/ Imoigele Aisiku | |
| Name: | Imoigele Aisiku | |
| Title: | Co-Chief Executive Officer | |
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