VisionSys AI Inc SEC Filings

VisionSys AI Inc held an extraordinary general meeting where shareholders approved several major capital structure changes. They passed a 50-to-1 share consolidation for both Class A and Class B ordinary shares, increasing the par value per share to US$0.001 and resetting authorized capital to 1,000,000,000 shares across all classes. Shareholders also approved increasing authorized share capital to US$10,000,000, allowing up to 9,860,000,000 Class A ordinary shares in total, along with existing Class B and other classes.

A special resolution was approved to adjust voting and conversion rights for Class A and Class B shares following these changes, and the company ratified a transition to scripless (paperless) share ownership. After the share consolidation, the ADS program will execute a proportional ADS reverse split so each ADS will still represent 250 Class A shares, but with fewer ADSs outstanding and a proportionately higher per-ADS market value, leaving each holder’s economic interest unchanged.

VisionSys AI Inc completed a registered direct offering of 9,230,750 American Depositary Shares (ADSs) and accompanying Series A warrants to purchase up to 9,230,750 ADSs at a combined offering price of $1.30 per ADS and warrant. This transaction is expected to generate approximately $12.0 million in gross proceeds for the company.

Each Series A warrant is immediately exercisable for five years at $1.30 per ADS, with potential exercise price resets to $0.91 on the First Reset Date and $0.65 on the Second Reset Date, and includes a zero cash exercise option under which each warrant can be exchanged for three ADSs. The company plans to use the net proceeds for working capital and general corporate purposes.

For twenty days after closing, the company agreed not to issue additional ADSs, ordinary shares, or equivalents, while officers, directors, and affiliates entered lock-up agreements restricting sales of their ADSs for 120 days. Maxim Group LLC acted as placement agent, earning a 6% cash fee on gross proceeds, reimbursement of $50,000 of expenses, and placement agent warrants equal to 2.0% of the ADSs and Series A warrants sold, with a five-year term and an exercise price equal to the offering price.

VisionSys AI Inc. launched a primary offering of 9,230,750 American Depositary Shares (ADSs) with accompanying Series A Warrants at $1.30 per ADS-and-warrant unit. Gross proceeds are $11,999,975, with a 6% placement fee of $719,998.50; the company estimates net proceeds of about $10.96 million for general corporate purposes and working capital. This supplement also covers up to 9,415,365 ADSs issuable upon exercise of the Series A and Placement Agent Warrants.

The Series A Warrants are immediately exercisable at $1.30 per ADS for five years, with reset prices to $0.91 on the 4th trading day and $0.65 on the 8th trading day after issuance, plus proportional ADS increases. A zero-cash exercise feature can deliver 3.0x the cash-exercise ADSs (2.0x for Placement Agent Warrants), likely yielding no additional cash to the issuer on exercise. ADSs outstanding rise from 9,486,415 to 18,717,165 post-offering (no warrant exercise). The ADSs trade on Nasdaq as “VSA” (last sale $1.30); the Warrants will not be listed. Insiders are subject to a 120-day lock-up; the company agreed to a 20-day standstill.

VisionSys AI Inc (VSA) announced a leadership change. Chairman Shaoyun Han resigned from his roles as chairman and director for personal reasons, effective November 3, 2025. The company stated his resignation was not due to any disagreement regarding accounting, operations, policies, or practices. The Board has begun a search for qualified candidates and plans to make an appointment in due course, while acting promptly to ensure compliance with Nasdaq listing rules and other applicable regulations.

VisionSys AI Inc filed a Form 6-K furnishing materials for its Extraordinary General Meeting of Shareholders scheduled for November 13, 2025. The submission includes the meeting notice, a form of proxy, depositary notices for holders of American Depositary Shares and Restricted ADS, and corresponding voting instructions. The filing is administrative and provides shareholders with the documents needed to participate in the EGM.

VisionSys AI Inc reported a board change and the closing of a Regulation S private placement. Mr. Zhe Sun resigned as an independent director on October 8, 2025. On October 9, 2025, the Board appointed Rojitkumar Singh Sorokhaibam as an independent director; he will serve on the Audit and Compensation Committees and chair the Nominating Committee.

Under his offer letter, Mr. Sorokhaibam will receive an annual base salary of $50,000 in cash and restricted ADSs valued at $50,000, granted in equal quarterly installments of $12,500.

The Company closed its previously announced private placement on September 22, 2025, issuing 393,700,750 post‑Subdivision Class A ordinary shares and warrants to purchase up to 393,700,750 shares, for gross proceeds of $2,000,000. The transaction reflected pricing of $0.254 per Unit and an initial warrant exercise price of $0.60 per share, each adjusted for the 1‑for‑50 share subdivision. Following the closing, Class A shares outstanding were 11,226,750,300 and Class B shares outstanding were 360,302,950 as of this report.