VisionSys AI (VSA) closes $2M Reg S private placement; board change

VisionSys AI Inc reported a board change and the closing of a Regulation S private placement.

Rhea-AI Filing Summary

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.

Insights

Corporate finance and governance analyst

Neutral 6‑K: governance refresh and $2M cash from Reg S.

VisionSys AI Inc filled a board vacancy immediately after an independent director’s resignation, maintaining committee coverage (Audit, Compensation, and Nominating). The offer letter discloses cash pay of $50,000 and restricted ADSs valued at $50,000 per year, aligning director compensation with equity over quarterly installments.

The Company closed a Regulation S private placement for gross proceeds of $2,000,000, issuing 393,700,750 Class A shares and warrants for up to 393,700,750 shares at an initial exercise price of $0.60 per share, based on a Unit price of $0.254. This adds capital while listing multiple sale instruments; actual future warrant exercises, if any, depend on market conditions.

As of this report, shares outstanding totaled 11,226,750,300 Class A and 360,302,950 Class B. The filing reads as administrative and financing updates; market impact will hinge on trading dynamics and any subsequent disclosures.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did VisionSys AI (VSA) announce in its 6-K?

A director resignation and appointment, plus the closing of a Regulation S private placement for $2,000,000 in gross proceeds.

How much capital did VisionSys AI (VSA) raise and on what terms?

The Company raised $2,000,000, issuing 393,700,750 Class A shares and warrants for up to 393,700,750 shares at an initial exercise price of $0.60 per share, based on a Unit price of $0.254.

Who joined VisionSys AI’s board and what roles will he hold?

Rojitkumar Singh Sorokhaibam joined as an independent director; he serves on the Audit and Compensation Committees and chairs the Nominating Committee.

What compensation will the new director receive at VisionSys AI (VSA)?

An annual base salary of $50,000 in cash and restricted ADSs valued at $50,000, granted in quarterly installments of $12,500.

When did the director changes at VisionSys AI (VSA) take effect?

Mr. Zhe Sun resigned effective October 8, 2025; Mr. Sorokhaibam’s appointment was effective October 9, 2025.

How many shares are outstanding after the private placement at VisionSys AI (VSA)?

As of this report, 11,226,750,300 Class A ordinary shares and 360,302,950 Class B ordinary shares were outstanding.

Under which exemption were the new shares issued by VisionSys AI (VSA)?

The shares were issued in reliance on Regulation S under the Securities Act of 1933.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/24/2025 - 04:05 PM Learn about SEC filing dates

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.

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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

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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: October 24, 2025

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