VSee Health issues $217K secured 18% convertible note with equity

Rhea-AI Filing Summary

VSee Health, Inc. entered into a financing with an accredited institutional investor involving a $217,391 convertible promissory note and 50,000 common shares for an aggregate purchase price of $201,000. The note carries 18% annual interest, with interest for the first eight months guaranteed, and matures on October 29, 2026. The investor may convert the note into common stock at $0.48 per share starting after January 29, 2026, subject to anti-dilution and other customary adjustments, and cannot convert if this would push its ownership above 9.99% of outstanding shares. VSee granted a security interest over all of its assets and agreed to covenants including a prohibition on variable rate transactions and a most-favored-terms provision for future financings. The investor also has a right to purchase an additional note on the same terms within a defined period.

Insights

Capital structure and credit analyst

VSee adds high-cost, secured convertible debt with equity features.

VSee Health has raised $201,000 through a structure that combines a $217,391 convertible note with 50,000 common shares. The note bears a relatively high 18% annual interest rate, with interest for the first eight months guaranteed, and matures on October 29, 2026, indicating near- to medium-term repayment or conversion pressure.

The investor can convert the balance into common stock at $0.48 per share after January 29, 2026, with anti-dilution and other adjustment features that can change the effective conversion economics. A 9.99% beneficial ownership cap limits how much equity the investor can hold at any one time but does not cap total potential issuances over multiple conversions.

The obligations are secured by a lien on all company assets, and covenants restrict variable-rate transactions and require extending more favorable future terms to this investor. A Qualified Financing triggers either mandatory prepayment from proceeds or conversion at the lower of the stated conversion price and 75% of the new financing price, so the actual impact on leverage and dilution will depend on future capital-raising activity.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 29, 2025

VSEE HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41015		86-2970927
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

980 N Federal Hwy #304  Boca Raton, Florida		33432
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 672-7068

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		VSEE		The Nasdaq Stock Market LLC
Warrants, which entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share		VSEEW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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.

1

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

2

FAQ

What financing did VSee Health (VSEE) announce in this Form 8-K?

VSee Health entered into a convertible note purchase agreement with an accredited institutional investor, issuing a $217,391 convertible promissory note and 50,000 common shares for an aggregate purchase price of $201,000.

What are the key terms of VSee Health’s new convertible note?

The note has an initial principal of $217,391, bears 18% annual interest (with the first eight months of interest guaranteed), and matures on October 29, 2026. VSee may prepay it in full with a 10% prepayment fee when not in default.

At what price can the investor convert the VSee Health note into common stock?

After January 29, 2026, the investor may convert any portion of the outstanding balance into VSee common stock at a $0.48 per share conversion price, subject to adjustments for dilutive events, stock splits, defaults, and low trading volume as described in the note.

Is there a limit on how much VSee Health stock the investor can own from this note?

Yes. The note includes a 9.99% beneficial ownership limitation, preventing conversions that would result in the investor and its affiliates owning more than 9.99% of VSee’s outstanding common stock immediately after a conversion.

How is the new VSee Health convertible note secured?

VSee’s obligations under the note are secured by a security interest in all assets of the company, granted to the investor under a separate Security Agreement dated October 29, 2025.

Does the investor have the right to buy additional VSee Health notes?

Yes. Under the convertible note purchase agreement, the investor has the right, but not the obligation, to purchase another convertible note on the same terms within a period extending to the later of 12 months after the agreement date or when the current note is no longer outstanding.

What special covenants apply while VSee Health’s note is outstanding?

While the note remains outstanding, VSee is prohibited from entering variable rate transactions, must provide the investor with any more favorable terms granted to future debt or security holders, and in a Qualified Financing must either prepay the note from proceeds and/or allow conversion at the lower of the stated conversion price and 75% of the financing price.