VSee Health Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On October 29, 2025, VSee Health, Inc. (the “Company”), entered into a convertible note purchase agreement (the “CNPA”) with an accredited institutional investor (the “Investor”), whereby the Investor purchased a convertible promissory note in the initial principal amount of $217,391 (the “Note”) and 50,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) for an aggregate purchase price of $201,000.
Pursuant to the CNPA, until the later of (i) 12 months after execution of the CNPA and (ii) the Company’s obligations under the Note are no longer outstanding, the Investor has the right, but not the obligation, to purchase another convertible promissory note from the Company on the same terms and conditions as the Note. The CNPA contains standard and customary representations of the Company.
The Note accrues interest at a rate of 18% per annum; provided that interest for the first eight months accrues immediately and is guaranteed. Interest on the Note may be paid in cash or in Common Stock, as determined by the Investor, commencing on December 1, 2025, and the Note matures on October 29, 2026. The Company may prepay 100% of the outstanding balance of the Note at any time the Company is not in default, provided that the Company pays a prepayment fee equal to 10% of the outstanding balance. At any time after January 29, 2026, the Investor may convert any portion of the outstanding balance of the Note into Common Stock at a price equal to $0.48 per share (the “Conversion Price”), subject adjustments for dilutive issuances, stock splits, defaults, and low volume of the Common Stock, as described further therein. The Note may not be converted by the Investor into shares of Common Stock if such conversion would result in the Investor and its affiliates owning in excess of 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of all shares issuable upon conversion of the Note. The Note contains standard and customary events of default and covenants, including that, for as long as the Note remains outstanding: (1) the Company is prohibited from entering into an variable rate transaction, (2) the Company is required to provide the Investor with any more favorable terms granted to any future purchaser or holder of the Company’s debt or securities and (3) if the Company conduct a Qualified Financing (as defined in the Note), the Company must prepay the Note out of proceeds from the Qualified Financing and/or the Investor may convert the Note at the lower of the Conversion Price and 75% of the effective price at which the Company issues securities in the Qualified Financing.
The Company’s obligations under the Note are secured by a security interest granted to the Investor on all assets of the Company, pursuant to a Security Agreement entered into between the Company and the Investor on October 29, 2025 (the “Security Agreement”).
The foregoing descriptions of the Note, the CNPA, and the Security Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the Note, the CNPA, and the Security Agreement, respectively filed as Exhibit 4.1, Exhibit 10.1, 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 Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information provided in “Item 1.01 Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated herein by reference. The Company issued the Note, and will issue shares of Common Stock upon conversion of the Note, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506(b) of Regulation D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 4.1† | Convertible Promissory Note issued by VSee Health, Inc. to the investor listed therein. | |
| 10.1† | Convertible Note Purchase Agreement, dated October 29, 2025, by and between VSee Health, Inc. and the investor listed therein. | |
| 10.2† | Security Agreement, dated October 29, 2025, by and between VSee Health, Inc. and the investor listed therein. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
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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: November 17, 2025 | VSEE HEALTH, INC. | |
| By: | /s/ Imoigele Aisiku | |
| Name: | Imoigele Aisiku | |
| Title: | Co-Chief Executive Officer | |
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