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 February 2026
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 Independent Director
Mr. Rojitkumar Singh Sorokhaibam, an independent
director of VisionSys AI Inc, a Cayman Islands company (the “Company”), resigned from his positions as the independent director,
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 of director
(the “Board”) of the Company, effective on February 9, 2026. His resignation was not a result of any disagreement with
the Company on any matter related to the operations, policies, or practices of the Company.
Appointment of New Independent Director
To fill the vacancy created by Mr. Rojitkumar
Singh Sorokhaibam’s departure, on February 10, 2026, the Board appointed Ms. Zunfeng Tang as an independent director, effective
immediately. The Company’s Board has determined that Ms. Zunfeng Tang is “independent” as that term is defined in the
rules of the SEC and the applicable rules of the NASDAQ Capital Market. Ms. Zunfeng Tang 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 Ms. Zunfeng Tang
is set forth below.
Ms. Zunfeng Tang has served as Senior Foreign
Trade Specialist at Beijing Huamao Import & Export Co., Ltd. since March 2018, where she manages the North America and Europe markets
and develops client relationships through online and offline channels. She has consistently generated new business opportunities and maintained
stable annual sales exceeding US$3 million. In this role, she oversees key aspects of foreign trade operations, including client engagement,
contract execution, production coordination, logistics arrangements and delivery management. Prior to this role, Ms. Tang worked at Beijing
Jinglian Shangtong Trading Co., Ltd. from July 2012 to February 2018, where she served as Foreign Trade Assistant and later Foreign Trade
Agent, supporting business development, managing trade documentation and independently developing clients in the Asian market. Ms. Tang
received her Bachelor’s degree in International Trade from Qingdao Qiushi Vocational College in 2011.
Ms. Zunfeng Tang does not have a family relationship
with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two
years that would require disclosure under Item 404(a) of Regulation S-K.
The Company entered into an offer letter
(the “Offer Letter”) with Ms. Zunfeng Tang, which establishes other terms and conditions governing her service to the
Company. She will receive an annual base salary of $5,000 in cash. 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.
EXHIBIT INDEX
| Number |
|
Description of Exhibit |
| 99.1 |
|
Offer Letter, dated February 10, 2026 by and between the Company and Zunfeng Tang |
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/ Tianlong Wang |
|
| Name: |
Tianlong Wang |
|
| Title: |
Chief Executive Officer |
|
| |
|
| Date: February 12, 2026 |
|
Exhibit 99.1
VisionSys AI Inc
February 10, 2026
Re: Director Offer Letter
Dear Zunfeng Tang,
VisionSys AI Inc, a company incorporated and existing
under the laws of the Cayman Islands (the “Company”), is pleased to offer you a position as an independent director
of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the
Company and we look forward to your participation on the Board. Should you choose to accept this position as a director of the Board,
this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all
the terms and conditions relating to the services you agree to provide to the Company.
1. Term. This
Agreement is effective upon your acceptance and signature below. Your term as director shall continue subject to the provisions in Section
8 below or until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholder’s
meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.
2. Services.
You shall render services as a director of the Board (hereinafter your “Duties”). During the term of this Agreement,
you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly
or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall
consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.
3. Compensation. As
compensation for your services to the Company, you will receive annual compensation of US$5,000 in cash, paid in accordance
with the Company’s regular payroll practices. You shall be reimbursed for reasonable and approved expenses incurred by you in
connection with the performance of your Duties.
4. No Assignment.
Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written
consent of the Company.
5. Confidential Information;
Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection
with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For purposes
of this Agreement the term “Confidential Information” means:
i. Any information which the Company
possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility
in the business in which the Company is engaged; or
ii. Any information which is related
to the business of the Company and is generally not known by non-Company personnel.
iii. Confidential Information
includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements,
techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies,
forecasts, customer and supplier identities, characteristics and agreements.
b. Exclusions. Notwithstanding
the foregoing, the term Confidential Information shall not include:
i. Any information which becomes
generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement
requiring confidentiality between the Company and you;
ii. Information received from a
third party in rightful possession of such information who is not restricted from disclosing such information; and
iii. Information known by you prior to
receipt of such information from the Company, which prior knowledge can be documented.
c. Documents. You agree
that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas,
programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information,
nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions
or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your termination or Resignation,
as defined in Section 8 herein.
d. Confidentiality. You
agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly,
any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe
necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information
without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company,
and that the provisions of this paragraph (d) shall survive termination of this Agreement.
e. Ownership. You agree
that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark
rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions
(whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived
or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively,
“Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company,
at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights
assigned.
f. Non-Solicitation. So
long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment
any individual who was an employee of the Company during your tenure.
6. Termination and Resignation.
Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the
shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee may
be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent by an order of a court
of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on a committee for any or no
reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall
be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon
the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s
obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you
for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination
or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.
7. Governing Law.
All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties
hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely
in the State of New York.
8. Entire Agreement;
Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and
supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may
be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any
term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term
or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by
any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such
provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts, each of which will be an original
and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a
facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
9. Indemnification.
The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any
expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts
(“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your
Duties, other than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to
you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to
the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be
paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) a written
payment request and (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses
for which payment is being sought.
10. Not an Employment
Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you
to continue employment with the Company.
11. Acknowledgement.
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final
all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
(Signature Page Follows)
The Agreement has been executed and delivered
by the undersigned and is made effective as of the date set first set forth above.
| |
Sincerely, |
| |
|
| |
VisionSys AI Inc |
| |
|
|
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By: |
/s/ Tianlong Wang |
| |
Name: |
Tianlong Wang |
| |
Title: |
Chief Executive Officer |
| |
Agreed and Accepted by: |
| |
|
| |
/s/ Zunfeng Tang |
| |
Name: Zunfeng Tang |
