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 2026
VISIONSYS
AI INC
(Exact
name of registrant as specified in its charter)
Room
1501, 15F, Building A2, Yanjing Headquarters Base
Yanjiao, Sanhe
City, Langfang, Hebei Province 065201
The
People’s Republic of China
Telephone: +86(0316)83318177
(Address
of Principal Executive Office)
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 ☐
Closing
of Private Placement
As
previously disclosed on the Company’s Form 6-K filed with the Securities and Exchange Commission on July 10, 2026, VisionSys
AI Inc (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
on July 10, 2026 with certain U.S. and/or non-U.S. investors (collectively, the “Purchasers”) pursuant to which the
Company agreed to sell to the Purchasers an aggregate of 125,000,000,000 Class A ordinary shares, par value US$0.001 per share
(the “Ordinary Shares”), of the Company at a price of $0.000734 per share to purchase an aggregate of 125,000,000,000
Class A Ordinary Shares, for the aggregate purchase price of approximately $91,750,000, which purchase price should be paid by
the Purchasers in fiat money or in cryptocurrencies, in the sole discretion of the Company.
On
October 10, 2026, the Company re-signed the Purchase Agreement with each of the Purchasers under such Purchase Agreement dated
July 10, 2026. Under the re-signed Purchase Agreement dated October 10, 2026:
| (a) | the
purchase price per share under such Purchase Agreement was changed from $0.000734 per Class A Ordinary share to US$0.001
per Class A Ordinary Share, and |
| (b) | all
other terms and conditions of the Purchase Agreement remained unchanged. |
On
and before November 02, 2026: (a) the Company completed the issuance and sale of an aggregate of 125,000,000,000 Class A Ordinary
Shares under the Purchase Agreement dated October 10, 2026 to the Purchasers, at a price of US$0.001 per share, for an aggregate purchase
price of US$125,000,000; and (b) the purchase price was paid by the Purchasers in fiat money or in cryptocurrencies, in the sole
discretion of the Company, in accordance with the terms of the Purchase Agreement dated October 10, 2026.
The
Company and the Purchasers each made customary representations, warranties, and covenants in the Purchase Agreement. The securities issued
in the private placement were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act
of 1933, as amended, and/or Regulation S promulgated thereunder.
A
copy of the Form of the Purchase Agreement was attached as Exhibit 99.1 to the Company’s Form 6-K filed on July 10, 2026 and is
incorporated herein by reference (except that the Purchase Price has been adjusted from $0.000734 per Class A Ordinary share to US$0.001
per Class A Ordinary Share). The foregoing summary of the terms of the transaction is subject to, and qualified in its entirety by, such
document.
Financial
Statements and Exhibits.
Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 99.1 to the Company’s Form 6-K filed on July 10, 2026, except that the Purchase Price has been adjusted from $0.000734 per Class A Ordinary share to US$0.001 per Class A Ordinary Share). |
SIGNATURES
Pursuant
to the requirements of the Securities and 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 |
| |
|
|
| Date:
November 06, 2026 |
By: |
/s/
Tianlong Wang |
| |
|
Tianlong
Wang |
| |
|
Chief
Executive Officer |
