VSee Health (VSEE) sets $25M ELOC, swaps note for 941K shares

Rhea-AI Filing Summary

VSee Health, Inc. entered into an exchange agreement on November 13, 2025 with an accredited institutional holder to convert a promissory note with a principal amount of $555,555.56 (including a $55,555.56 original issue discount) and a current balance of $611,878.22 into 941,352 shares of common stock. These shares are being issued as unregistered securities in reliance on exemptions under the Securities Act.

On the same date, VSee Health also put in place a $25,000,000 Equity Line of Credit through a directed stock purchase agreement with an accredited institutional investor. Over a 36‑month term, the company may direct the investor to purchase common stock at a Regular Purchase Price generally set at 96% of the lowest volume‑weighted average price over the prior ten trading days, or 94% if the implied price would be below $1.00, subject to dollar and trading‑value caps. An Expanded Purchase feature allows larger draws up to $5,000,000 per such closing, and overall sales are limited to 19.9% of issued and outstanding shares and a 9.99% ownership cap for the investor.

Net proceeds from any future sales under the equity line are intended for working capital and general corporate purposes, giving the company additional flexibility to raise equity capital over time while staying within market and ownership limits.

Insights

Capital structure and financing analyst

VSee swaps debt for equity and adds a $25M equity line.

VSee Health has converted a promissory note with a principal amount of $555,555.56 and a current balance of $611,878.22 into 941,352 shares of common stock. This removes a short‑term debt obligation and associated cash repayment needs, but increases the share count through an unregistered equity issuance to an accredited holder under Securities Act exemptions.

The company also established a $25,000,000 Equity Line of Credit with a 36‑month term, allowing periodic share sales to an accredited investor. The Regular Purchase Price is set at 96% of the lowest VWAP over the prior ten trading days, or 94% if that formula would imply a price below $1.00, with per‑purchase caps and an Expanded Purchase feature allowing up to $5,000,000 per expanded closing. Overall, sales are limited to 19.9% of issued and outstanding shares and subject to a 9.99% ownership cap for the investor, which constrains concentration and aligns with exchange rules.

Proceeds from these potential future issuances are earmarked for working capital and general corporate purposes, providing a flexible funding source that can be tapped over time. The actual impact on existing shareholders will depend on how much of the $25,000,000 capacity is used and at what share prices within the three‑year term of the arrangement.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 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): November 13, 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 November 13, 2025, VSee Health, Inc. (the “Company”), entered into an exchange agreement (the “Agreement”) with an accredited institutional investor (the “Holder”), whereby the Holder agreed to exchange a certain promissory note, in the principal amount (including the original issue discount of $55,555.56) of $555,555.56 and with a current balance of $611,878.22, for 941,352 shares of the Company’s common stock, par value $0.0001 per share. Such shares of common stock are being issued in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

In addition, on November 13, 2025 the Company also entered into a $25,000,000 Equity Line of Credit arrangement (“ELOC”) pursuant to a directed stock purchase agreement (the “DSPA”) with an accredited institutional investor (the “Investor”). The ELOC has a 36-month term, terminable by Company at any time. The Regular Purchase Price (as defined in the DSPA) will equal 96% (unless the purchase price per share would be lower than $1.00 in which case the pricing percentage will be 94%) of the lowest VWAP of the Common Stock in the ten (10) trading days immediately prior to the Closing Date, however, the Regular Purchase Price will not exceed the lower of (a) $500,000 and (b) 95% of the average Daily Traded Value of the Common Stock on the ten trading days immediately preceding such Closing Date. The Expanded Purchase Price (as defined in the DSPA) will equal to the lower of (x) the average of the daily VWAP on the trading day immediately preceding such Expanded Closing Date and the daily VWAP on such Expanded Closing Date (as defined in the DSPA) and (y) the Pricing Percentage (as defined in the DSPA) of the lowest VWAP for all trading days in the period beginning immediately following such Expanded Closing Date and ending on the earlier of (x) ten (10) trading days after and (y) the date when the Purchaser shall have entered into committed, binding trades to sell all of the Purchased Securities purchased at such Expanded Closing not to exceed $5,000,000. Pursuant to the DSPA, the Company may not sell more than 19.9% of the number of issued and outstanding shares of Common Stock in accordance with the regulations of its principal trading market. The DSPA and the Exchange Agreement contain customary representations, warranties, indemnification provisions and closing conditions. The representations, warranties and covenants contained in the DSPA and Exchange Agreement were made only for purposes of the DSPA and Exchange Agreement and as of their specific dates, were solely for the benefit of the parties to such agreements and are subject to certain important limitations.

The ELOC will terminate when the Investor has purchased an aggregate of $25,000,000 of our common stock or three years from the date the ELOC is entered into, whichever occurs first. Under the terms of the ELOC, the Investor may not own more than 9.99% of our issued and outstanding stock at any one time. The net proceeds under the ELOC to the Company will depend on the frequency and prices at which the Company sells shares of its Common Stock to the Investor. Any such proceeds will be used by the Company for working capital and general corporate purposes.

The foregoing description of the Agreement and the ELOC does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and the ELOC, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities

The information set forth in “Item 1.01 Entry into a Material Definitive Agreement” relating to the DSPA and Exchange Agreement are incorporated by reference herein in their entirety. The Company intends to issue shares of its Common Stock in connection with the Exchange Agreement pursuant to the exemption from the registration requirements of the Securities Act, available under Section 3(a)(9) and/or Regulation D promulgated thereunder. The Company intends to issue shares of its Common Stock in connection with the DSPA pursuant to the exemption from the registration requirements of the Securities Act, available under Section 4(a)(2) and/or Regulation D promulgated thereunder. The Holder and Investor are “accredited investors” as such term is defined in Regulation D promulgated under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
10.1		Exchange Agreement, dated November 13, 2025, by and between VSee Health, Inc. and the investor therein.
10.2		Directed Stock Purchase Agreement, dated November 13, 2025, by and between VSee Health, Inc. and the investor therein.
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: November 17, 2025	VSEE HEALTH, INC.
	By:	/s/ Imoigele Aisiku
	Name:	Imoigele Aisiku
	Title:	Co-Chief Executive Officer

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FAQ

What debt is VSee Health (VSEE) converting into equity in this 8-K?

VSee Health is exchanging a promissory note with a principal amount of $555,555.56 (including a $55,555.56 original issue discount) and a current balance of $611,878.22 for 941,352 shares of common stock issued to an accredited institutional holder.

How many shares will VSee Health issue in the note-for-equity exchange?

Under the exchange agreement, VSee Health will issue 941,352 shares of its common stock to the note holder in full exchange for the outstanding balance of the promissory note.

What are the key terms of VSee Health's $25,000,000 Equity Line of Credit?

The Equity Line of Credit has a $25,000,000 aggregate limit over a 36‑month term. The Regular Purchase Price is generally 96% of the lowest VWAP over the prior ten trading days, or 94% if the implied price would be below $1.00, subject to caps based on $500,000 and 95% of average Daily Traded Value.

What is the Expanded Purchase feature in VSee Health's directed stock purchase agreement?

The Expanded Purchase Price is based on VWAPs around the Expanded Closing Date and a defined Pricing Percentage, with each Expanded Purchase limited to not more than $5,000,000 of purchased securities, as described in the directed stock purchase agreement.

Are there ownership or issuance limits under VSee Health's Equity Line of Credit?

Yes. VSee Health may not sell more than 19.9% of its issued and outstanding common shares under the arrangement, and the investor is restricted from owning more than 9.99% of the company’s issued and outstanding stock at any time.

How does VSee Health plan to use proceeds from the $25,000,000 equity line?

The company states that any net proceeds from sales of common stock under the Equity Line of Credit will be used for working capital and general corporate purposes.

Are the new VSee Health share issuances registered with the SEC?

The shares issued in the note exchange are being issued as unregistered securities under Section 3(a)(9) and/or Regulation D, while shares issued under the directed stock purchase agreement rely on exemptions under Section 4(a)(2) and/or Regulation D of the Securities Act.