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 October 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 ☐
Departure of an Independent Director
Mr. Zhe Sun, a member of the board of directors
(the “Board”) of VisionSys AI Inc, a Cayman Islands company (the “Company”), resigned from his position as an
Independent director of the Board, a member of the audit committee (the “Audit Committee”) and the compensation committee
(the “Compensation Committee”), and the Chairman of the nominating and corporate governance committee (the “Nominating
Committee”) of the Board, for personal reasons, effective on October 8, 2025. His resignation was not a result of any disagreements
with the Company on any matter related to the operations, policies, or practices of the Company.
Appointment of a New Independent Director
To fill the vacancy created by Mr. Zhe Sun’s
departure, on October 9, 2025, the Board appointed Mr. Rojitkumar Singh Sorokhaibam as an independent director, effective immediately.
The Company’s Board has determined that Mr. Sorokhaibam is “independent” as that term is defined in the rules of the
SEC and the applicable rules of the NASDAQ Capital Market. Mr. Sorokhaibam will serve as a member of the Audit Committee and the Compensation
Committee, and the Chairman of the Nominating Committee of the Board.
The biographical information of Mr. Rojitkumar
Singh Sorokhaibam is set forth below.
Mr. Rojitkumar Singh Sorokhaibam co-founded idhubs,
a Web3- and AI-powered ecosystem platform, and has served as its Chief Executive Officer since September 2020. He previously founded Visionary
Technocrats, a Web 3.0-powered SaaS ecosystem collaboration platform for small and medium enterprises that integrates blockchain and AI,
and served as its Chief Technology Officer from June 1996 to August 2020. There, he gained experience across diverse industries including
logistics, healthcare, banking, digital marketing automation, and enterprise review systems, consistently delivering impactful software
solutions. He obtained a Bachelor of Engineering in Electrical Engineering from Dayal Bagh Educational Institute in May 1996.
The Company entered into an offer letter (the
“Offer Letter”) with Mr. Sorokhaibam, which establishes other terms and conditions governing his service to the Company. He
will receive an annual base salary of $50,000 in cash, paid in accordance with the Company’s regular payroll practices, and restricted
American Depositary Shares (“ADSs”) with an aggregate value of US$50,000, to be granted in equal quarterly installments of
US$12,500, for his services as the independent director.
The Offer Letter is qualified in its entirety
by reference to the complete text of the Offer Letter, which is filed hereto as Exhibit 99.1.
Closing of Private Placement
As previously disclosed on a Current Report on
Form 6-K filed by the Company with the Securities and Exchange Commission on July 29, 2025, the Company entered into certain securities
purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation
S of the Securities Act of 1933, as amended (the “Securities Act”) on July 25, 2025. Pursuant to the SPA, the Company agreed
to sell up to an aggregate of 7,874,015 units (the “Units”) at a price of $0.254 per Unit (“Purchase Price”) to
the Purchasers. Each Unit consists of one Class A ordinary share of the Company, par value $0.001 per share (the “Share”),
as adjusted to reflect the 1-for-50 share subdivision approved at the Company’s extraordinary general meeting held on August 25,
2025 (the “Subdivision”), and one warrant to purchase one Share (the “Warrant”) with an initial exercise price
of $0.60 per Share (the “Offering”), as adjusted to reflect the Subdivision.
The closing of the Offering and issuance of the
Shares and the Warrants occurred on September 22, 2025 when all the closing conditions of the SPA have been satisfied. The Company issued
393,700,750 post-Subdivision Class A ordinary shares, par value $0.00002 per share, and warrants to the Purchasers to purchase up to 393,700,750
post-Subdivision Class A ordinary shares, par value $0.00002 per share, in exchange for gross proceeds of $2 million, before the deduction
of customary expenses.
The Shares were issued in reliance on the exemption
from registration provided by Regulation S under the Securities Act of 1933. Following the closing of the Offering, the Company has an
aggregate of 11,226,750,300 Class A ordinary shares, and 360,302,950 class B ordinary shares, each with a par value of $0.00002, issued
and outstanding as of the date of this report.
EXHIBIT INDEX
| Number |
|
Description of Exhibit |
| |
|
|
| 99.1 |
|
Offer Letter, dated October 9, 2025 by and between the Company and Rojitkumar Singh Sorokhaibam |
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: October 24, 2025 |
|
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