[8-K] VSEE HEALTH, INC. Reports Material Event

Rhea-AI Filing Summary

VSee Health, Inc. entered into a note purchase agreement and issued a secured note with an aggregate principal amount of $133,333.33 for a purchase price of $120,000. The note bears 5% annual interest, is not convertible, and matures on May 20, 2026.

If an event of default accelerates payment, interest increases to the lesser of 24% per year or the legal maximum. While the note is outstanding, the company is prohibited from entering into a variable rate transaction, must provide the investor any more favorable terms granted to future purchasers or holders, and is prohibited from any exchange transaction involving its debt or securities.

The company amended existing security agreements and guaranties so the note is fully secured by the assets of VSee Health and its subsidiaries. Separately, on October 18, 2025, VSee Health terminated its November 21, 2023 equity purchase agreement.

Insights

Credit & Capital Structure Analyst

Small secured debt added; equity line terminated.

VSee Health issued a secured note with aggregate principal of $133,333.33 at 5% interest, purchased for $120,000, maturing on May 20, 2026. The note is not convertible, limiting equity dilution from this financing.

Covenants restrict variable rate transactions, require most-favored-nation treatment for future terms, and prohibit exchange transactions. These terms can constrain future financing structures while the note is outstanding, but they also provide clarity to the investor.

The note was added to existing security and guaranty arrangements, making it fully secured by company and subsidiary assets. The company also terminated a prior equity purchase agreement dated November 21, 2023. Actual impact depends on future capital needs and available alternatives disclosed later.

false 0001864531 0001864531 2025-10-20 2025-10-20 0001864531 VSEE:CommonStock0.0001ParValuePerShareMember 2025-10-20 2025-10-20 0001864531 VSEE:WarrantsWhichEntitlesHolderToPurchaseOne1ShareOfCommonStockAtPriceOf11.50PerWholeShareMember 2025-10-20 2025-10-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 20, 2025

VSEE HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41015		86-2970927
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

980 N Federal Hwy #304 Boca Raton, Florida		33432
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 672-7068

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		VSEE		The Nasdaq Stock Market LLC
Warrants, which entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share		VSEEW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Financing

On October 20, 2025, VSee Health, Inc. (the “Company”) entered into a note purchase agreement (the “Note Purchase Agreement”) with an accredited institutional investor (the “Investor”) pursuant to which the Company issued to the Investor a secured note in the aggregate principal amount of $133,333.33 (the “Note”) for a purchase price of $120,000. The Note bears interest at the rate of 5% per annum and matures on May 20, 2026. The Note is not convertible, and provides for certain events of default that are typical for a transaction of this type, including, among other things, any breach of the representations or warranties made by the Company or its subsidiaries. In connection with any event of default that results in the acceleration of payment of the Note, the interest rate on the Note shall accrue at a rate equal to the lesser of 24% per annum or the maximum rate permitted under applicable law. For as long as the Note remains outstanding, the Note Purchase Agreement: (1) prohibits the Company from entering into an variable rate transaction, (2) requires that the Company provide the Investor with any more favorable terms granted to any future purchaser or holder of the Company’s debt or securities and (3) prohibits any exchange transaction involving the Company’s debt or securities.

Additionally, on October 20, 2025, the Company entered into a second amendment agreement (the “Amendment Agreement”) with an accredited investor whereby the terms of the Security Agreements (as defined in the Note Purchase Agreement) including: (1) the Amended and Restated Security Agreement, dated as of June 24, 2024 by the Company, VSee Lab and iDoc entered in favor of Dominion Capital LLC, a Connecticut limited liability company, and (2) the Security Agreement dated as of September 30, 2025 by the Company, Vsee Lab and iDoc and the Guaranties (as defined in the Note Purchase Agreement) including: (1) the Amended and Restated Guaranty dated as of June 24, 2024 and (2) Guaranty dated as of September 30, 2025, in each case by Vsee Lab and iDoc granted in favor of Dominion, were amended to include the Note so as to ensure that the Note will be fully secured by the assets of the Company and its subsidiaries.

The foregoing descriptions of the Amendment Agreement, the Note, and the Note Purchase Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the Amendment Agreement, the Note, the Note Purchase Agreement, respectively filed as Exhibit 10.1, Exhibit 4.1 and Exhibit 10.2 hereto and incorporated by reference herein.

Termination of ELOC

On October 18, 2025, the Company terminated that certain Equity Purchase Agreement, dated November 21, 2023, between the Company and a certain accredited institutional investor (the “Equity Purchase Agreement”), pursuant to Section 10.01(c) of the Equity Purchase Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
4.1		Form of Note, dated October 20, 2025
10.1		Amendment No.2 to Security Agreements and Guaranties, dated as of October 20, 2025, by and between the Company and the Investor
10.2		Note Purchase Agreement, dated as of October 20, 2025, by and between the Company and the Investor
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 20, 2025	VSEE HEALTH, INC.
	By:	/s/ Imoigele Aisiku
	Name:	Imoigele Aisiku
	Title:	Co-Chief Executive Officer

3

FAQ

What financing did VSEE announce in this 8-K?

VSee Health issued a secured note with an aggregate principal amount of $133,333.33 for a purchase price of $120,000 at 5% interest, maturing on May 20, 2026.

Is the new VSEE note convertible into equity?

No. The filing states the note is not convertible.

What happens if VSEE defaults on the note?

Upon an event of default that accelerates payment, interest accrues at the lesser of 24% per annum or the maximum rate permitted by law.

What covenants apply while the VSEE note is outstanding?

VSee is prohibited from variable rate transactions, must provide any more favorable future terms to the investor, and is prohibited from exchange transactions involving its debt or securities.

How is the VSEE note secured?

Existing security agreements and guaranties were amended so the note is fully secured by the assets of VSee Health and its subsidiaries.

Did VSEE change any prior financing arrangements?

Yes. VSee terminated the equity purchase agreement dated November 21, 2023 on October 18, 2025.