VisionSys AI Inc. Announces Pricing of $12.0 Million Registered Direct Offering

Rhea-AI Summary

VisionSys AI (NASDAQ: VSA) entered into securities purchase agreements for a registered direct offering of 9,230,750 ADS and warrants to purchase up to 9,230,750 ADS at a combined price of $1.30 per ADS and warrant. Gross proceeds are estimated at approximately $12.0 million before fees and expenses. Each warrant is immediately exercisable, expires five years from issuance, and has an initial exercise price of $1.30 subject to resets to $0.91 and $0.65 on the First and Second Reset Dates; a zero-cash exercise option allows exchanging one warrant for three ADSs. The offering is expected to close on or about November 13, 2025, with Maxim Group acting as sole placement agent.

Positive

• Gross proceeds of approximately $12.0 million
• Committed financing via registered direct offering closing ~Nov 13, 2025
• Sole placement agent engagement: Maxim Group LLC

Negative

• Potential dilution from 9,230,750 ADS and exercisable warrants
• Warrant resets reduce exercise price to $0.91 and $0.65
• Immediate exercisability increases near-term dilution risk

Insights

Capital Markets Analyst

Registered direct offering to raise approximately $12.0 million via ADSs and detachable warrants; material near-term dilution risk.

VisionSys AI Inc. agreed to sell 9,230,750 ADSs and warrants at a combined price of $1.30 per ADS with attached warrants exercisable immediately and expiring in five years. The warrants carry staged exercise-price resets to $0.91 and $0.65, and offer a zero-cash exercise feature that exchanges one warrant for three ADSs.

These securities are offered under a Form F-3 shelf declared effective on August 21, 2025, and the offering is expected to close on or about November 13, 2025. The press release does not disclose the company’s intended use of proceeds or net proceeds after fees, which are important for assessing capital sufficiency.

Key dependencies and risks include dilution from the primary ADS issuance, additional ADS creation via warrant exercises and the low reset exercise prices which increase future dilution potential. Monitor the filed prospectus supplement for exact fees and use-of-proceeds detail, the actual closing on November 13, 2025, and any timing or terms for the First and Second Reset Dates within the warrants; these items materially affect shareholder value within the next 12 months and over the five-year warrant life.

NEW YORK, Nov. 12, 2025 (GLOBE NEWSWIRE) -- VisionSys AI Inc. (NASDAQ: VSA) ("VisionSys" or the "Company"), an emerging technology services company specializing in brain-machine interaction businesses leveraging core algorithms and related software and hardware systems, today announced that it has entered into securities purchase agreements with certain institutional investors for the purchase and sale of 9,230,750 American Depositary Shares (“ADS”), and warrants to purchase up to 9,230,750 ADSs, at a combined offering price of $1.30 per ADS and accompanying warrants.

Each warrant will be immediately exercisable upon issuance and expire five (5) years from the date of issuance at an initial exercise price of $1.30 per ADS, subject to adjustment of the exercise price to $0.91 on the First Reset Date and to $0.65 on the Second Reset Date (each as defined in the warrants) and subject to a floor price therein. The warrants may also be exercised on a zero cash exercise option pursuant to which the holder may exchange each warrant for three ADSs.

The gross proceeds to the Company from the registered direct offering are estimated to be approximately $12.0 million before deducting the placement agent’s fees and other estimated offering expenses. The offering is expected to close on or about November 13, 2025, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The securities sold in the offering are being offered pursuant to a shelf registration statement on Form F-3 (File No. 333-284305), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 21, 2025. The offering of the securities will be made only by means of a prospectus supplement that forms a part of such registration statement. A prospectus supplement relating to the securities offered in the offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the offering, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3500.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.

About VisionSys AI Inc.

VisionSys AI Inc. (NASDAQ: VSA) is an emerging technology services company, specializing in brain-machine interaction businesses leveraging core algorithms and related software and hardware systems. The Company is dedicated to advancing AI-powered healthcare and biotech solutions that transform industries. Its mission is to empower individuals and organizations through intelligent systems, bridging innovation with real-world impact to create a smarter, more connected future.

Safe Harbor Statement

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or other similar expressions in this prospectus. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

Investor Relations Contact:
Matthew Abenante, IRC 
President 
Strategic Investor Relations, LLC 
Tel: 347-947-2093 
Email: matthew@strategic-ir.com

FAQ

What did VisionSys (VSA) announce on November 12, 2025 regarding financing?

VisionSys announced a registered direct offering of 9,230,750 ADS and warrants for combined proceeds of about $12.0 million at $1.30 per ADS and warrant.

When is the VisionSys (VSA) offering expected to close?

The offering is expected to close on or about November 13, 2025, subject to customary closing conditions.

What are the VisionSys (VSA) warrant terms and exercise price resets?

Warrants expire in five years, initially exercisable at $1.30, with resets to $0.91 (First Reset) and $0.65 (Second Reset).

How could VisionSys (VSA) shareholders be diluted by the offering?

Issuance of 9,230,750 ADS plus immediately exercisable warrants and a zero-cash exchange option creates material near-term dilution potential.

Can VisionSys (VSA) warrants be exercised without cash?

Yes; warrants include a zero-cash exercise option allowing each warrant to be exchanged for three ADS.

Who is the placement agent for VisionSys (VSA)’s registered direct offering?

Maxim Group LLC is acting as the sole placement agent for the offering.