[6-K] TCTM Kids IT Education Inc. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

VisionSys AI raises $12M through an ADS and warrant financing.

VisionSys AI Inc entered into a registered direct offering of 9,230,750 ADSs with matching Series A warrants at $1.30 per ADS-and-warrant unit, for gross proceeds of about $12.0 million. This structure brings in immediate cash from the share sale and creates the possibility of additional proceeds if investors exercise the warrants for cash.

The Series A warrants are immediately exercisable for five years at an initial exercise price of $1.30 per ADS, with potential resets to $0.91 and $0.65 on defined reset dates and an alternative zero cash exercise that delivers three ADSs per warrant. These terms introduce the possibility of additional share issuance over time, depending on how holders choose to exercise.

Maxim Group LLC receives a 6% cash fee on gross proceeds, $50,000 in expense reimbursement, and placement agent warrants equal to 2.0% of the total ADSs and Series A warrants sold, exercisable at the offering price for five years. Short-term, the company agreed to a 20-day ban on new issuances and obtained 120-day lock-ups from officers, directors, and affiliates, which may temporarily limit insider selling while the new capital is deployed.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November 2025

Commission File Number: 001-36363

VISIONSYS AI INC

2 Hammarskjold Plaza, Room 10B

2nd Avenue, New York, NY 10017

Tel: +1 (929) 687-0368

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒  Form 40-F  ☐

Registered Direct Offering

On November 11, 2025, VisionSys AI Inc (the “Company”) entered into certain securities purchase agreement (the “Purchase Agreement”) with certain non-affiliated institutional investors (the “Purchasers”) pursuant to which the Company agreed to sell 9,230,750 American Depositary Shares (“ADS”) and accompanying series A warrants to purchase up to 9,230,750 ADSs (the “Series A Warrants”) in a registered direct offering. The combined effective offering price for each ADS and the accompanying Series A Warrant is $1.30 (the “Offering Price”). The gross proceeds to the Company from the registered direct offering are approximately $12.0 million before deducting the placement agent’s fees and other estimated offering expenses.

Each Warrant is immediately exercisable, will expire five years from the initial exercise date and have an 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 Series A Warrants) and subject to a floor price therein. The Series A Warrants may also be exercised on a zero cash exercise option pursuant to which the holder may exchange each warrant for three ADSs.

The Company agreed in the Purchase Agreement that it and its subsidiaries would not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, Class A ordinary shares, or Ordinary Share Equivalents(as defined in the Purchase Agreement) for twenty (20) days following the closing of the Offering subject to certain exceptions.

Concurrently with the execution of the Purchase Agreement, the officers, directors, and affiliates of the Company entered into lock-up agreements (the “Lock-Up Agreement”) pursuant to which they have agreed, among other things, not to sell or dispose of any ADSs which are or will be beneficially owned by them for one hundred and twenty (120) days following the closing of the Offering.

The Company currently intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering closed on November 13, 2025 (the “Closing Date”).

The Company entered into certain placement agency agreement dated November 11, 2025 (the “Letter Agreement”), with Maxim Group LLC, as the lead placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the sole lead/exclusive placement agent in connection with the Offering. The Company agreed to pay the Placement Agent an aggregate fee equal to 6% of the gross proceeds raised in the Offering and reimburse the Placement Agent $50,000 for accountable expenses related to legal fees of counsel and certain other fees and expenses. The Company also agreed to pay such number of warrants (the “Placement Agent Warrants”) to the Placement Agent or its designees at the Closing Date to purchase the Class A ordinary shares represented by ADSs equal to 2.0% of the aggregate number of ADSs and accompanying Series A Warrants sold in the Offering. The Placement Agent Warrants exercise price will be 100% of the Offering Price. The Placement Agent Warrants will have an expiration date of five years from the commencement of sales and be in substantially the same form as the Series A Warrants issued in the Offering, except that the zero-cash exercise shall provide two ADSs instead of three.

Copies of the form of the Purchase Agreement, form of Lock-Up Agreement, form of the Series A Warrant, form of the Placement Agent Warrant and the Letter Agreement are attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4, and 99.5 respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Purchase Agreement, Series A Warrants, Placement Agent Warrant, Lock-Up Agreement and the Letter Agreement are subject to, and qualified in their entirety by, such documents.

On November 12, 2025, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.6 and is incorporated herein by reference. A copy of the legal opinion issued by the Company’s Cayman Islands counsel Conyers Dill & Pearman is attached hereto as Exhibit 5.1.

Exhibits

Exhibit No.		Description
5.1		Legal Opinion of Conyers Dill & Pearman
99.1		Form of the Purchase Agreement
99.2		Form of Lock-Up Agreement
99.3		Form of Series A Warrant
99.4		Form of Placement Agent Warrant
99.5		Letter Agreement
99.6		Press Release

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VisionSys AI Inc
By:	/s/ Heng Wang
Name:	Heng Wang
Title:	Chief Executive Officer
Date: November 20, 2025

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FAQ

What did VisionSys AI Inc (VSA) announce in this Form 6-K?

VisionSys AI Inc announced a registered direct offering of 9,230,750 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.

How much capital is VisionSys AI Inc (VSA) raising in the offering?

The offering is expected to generate gross proceeds of approximately $12.0 million for VisionSys AI Inc before placement agent fees and other offering expenses.

What are the key terms of the Series A warrants issued by VisionSys AI Inc (VSA)?

Each Series A warrant is immediately exercisable, has a term of five years, an initial exercise price of $1.30 per ADS, with possible resets to $0.91 and $0.65, and a zero cash exercise option allowing exchange of each warrant for three ADSs.

How does VisionSys AI Inc (VSA) plan to use the net proceeds from the offering?

VisionSys AI Inc currently intends to use the net proceeds from the offering for working capital and general corporate purposes.

What issuance and lock-up restrictions are associated with the VisionSys AI Inc (VSA) offering?

For 20 days after closing, the company and its subsidiaries agreed not to issue or agree to issue additional ADSs, ordinary shares, or equivalents (with certain exceptions), and officers, directors, and affiliates agreed to 120-day lock-up periods on ADSs they beneficially own.

What compensation does the placement agent receive in the VisionSys AI Inc (VSA) transaction?

Maxim Group LLC, as placement agent, receives a cash fee equal to 6% of the gross proceeds, reimbursement of $50,000 of expenses, and placement agent warrants equal to 2.0% of the aggregate number of ADSs and Series A warrants sold, exercisable at 100% of the $1.30 offering price for five years.