VSee Health (VSEE) adds ClearThink and Vanquish discounted convertible notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
VSee Health, Inc. entered into two unsecured convertible note financings with institutional investors, raising aggregate principal of $280,000 from ClearThink and $295,550 from Vanquish, each including an original issue discount. The ClearThink note carries a one-time 10% interest charge, matures on June 22, 2027, and becomes convertible after 180 days at 85% of the lowest closing price over the prior ten trading days, with a $0.01 floor and a 4.99% beneficial ownership cap.
The Vanquish note carries a one-time 12% interest charge, matures on April 15, 2027, and is convertible after the later of 180 days from issuance or an Event of Default at 75% of the lowest closing bid price over the prior ten trading days, also subject to a 4.99% beneficial ownership cap. Both notes were issued in private placements exempt from registration under Section 4(a)(2) and/or Regulation D.
Positive
- None.
Negative
- None.
Insights
VSee adds short‑term discounted convertible debt via two private notes.
VSee Health entered into two unsecured convertible notes totaling just over $575,000 in principal with institutional investors ClearThink and Vanquish. Both carry one-time interest charges and original issue discounts, increasing the effective cost of capital relative to the headline principal.
The notes are convertible after 180 days, at 85% and 75% of recent trading prices, with a $0.01 floor on the ClearThink conversion price and a conversion price protected from reverse splits on the Vanquish note. A 4.99% beneficial ownership limitation for each investor caps individual equity concentration.
These structures introduce potential future equity issuance at a discount to market once the 180‑day periods and other conditions are met. Actual dilution will depend on the share price at conversion, prepayments the company may make, and whether Events of Default occur under the Vanquish note.
8-K Event Classification
4 items: 1.01, 2.03, 3.02, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
ClearThink note principal: $280,000
ClearThink interest charge: 10% one-time
Vanquish note principal: $295,550
+5 more
8 metrics
ClearThink note principal
$280,000
Aggregate principal amount including $30,000 original issue discount
ClearThink interest charge
10% one-time
Applied on issuance date to principal balance
Vanquish note principal
$295,550
Aggregate principal amount including $38,550 original issue discount
Vanquish interest charge
12% one-time
Applied on issuance date to principal balance
ClearThink conversion discount
85% of lowest closing price
Over ten trading days before conversion notice, $0.01 floor
Vanquish conversion discount
75% of lowest closing bid
Over ten trading days before conversion notice
Beneficial ownership cap
4.99%
Maximum ownership for each investor and affiliates upon conversion
ClearThink note maturity
June 22, 2027
Due and payable date for ClearThink note
Key Terms
original issue discount, beneficial ownership, Event of Default, Section 4(a)(2) of the Securities Act, +2 more
6 terms
original issue discount financial
"aggregate principal amount of $280,000 (including the original issue discount of $30,000)"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
beneficial ownership financial
"where such conversion would result in beneficial ownership by ClearThink and its affiliates of more than 4.99%"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Event of Default financial
"the occurrence of an Event of Default (as defined in the Vanquish Note)"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
Section 4(a)(2) of the Securities Act regulatory
"transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Regulation D regulatory
"and/or Regulation D promulgated thereunder, because the offer and sale of such securities"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
reverse stock split financial
"The Conversion Price will not be adjusted by a reverse stock split of the Company’s common stock."
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
FAQ
What financing did VSee Health (VSEE) announce in this 8-K?
VSee Health entered into two unsecured convertible note financings with institutional investors ClearThink and Vanquish. The notes have aggregate principal of about $575,550, include original issue discounts, and may later convert into common stock at formula-based discounts to recent trading prices.
What are the key terms of the ClearThink convertible note for VSee Health (VSEE)?
The ClearThink note has $280,000 in principal, including a $30,000 original issue discount, a one-time 10% interest charge, and matures on June 22, 2027. It becomes convertible after 180 days at 85% of the lowest closing price over the prior ten trading days, with a $0.01 floor.
What are the main terms of the Vanquish convertible note for VSee Health (VSEE)?
The Vanquish note has $295,550 in principal, including a $38,550 original issue discount and a one-time 12% interest charge. It matures on April 15, 2027 and is convertible after the later of 180 days or an Event of Default at 75% of the lowest closing bid price over ten trading days.
How is the conversion of the VSee Health (VSEE) notes priced?
ClearThink’s conversion price equals 85% of the lowest closing price over the previous ten trading days, with a $0.01 floor. Vanquish’s conversion price equals 75% of the lowest closing bid price over ten trading days, and is not adjusted by any reverse stock split of the common stock.
What ownership limits apply to ClearThink and Vanquish in the VSee Health (VSEE) notes?
Both notes include a 4.99% beneficial ownership limitation. ClearThink or Vanquish, together with their affiliates, cannot convert notes into common stock to the extent it would give them more than 4.99% of VSee Health’s outstanding common shares, and this cap cannot be waived.
Are VSee Health’s ClearThink and Vanquish notes registered with the SEC?
The ClearThink and Vanquish notes, and the shares issuable upon conversion, are being issued in private placements. They rely on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D, as the transactions do not involve a public offering.