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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):
June 11, 2026 (June 2, 2026)
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 |
|
|
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.
Standby Equity Purchase Agreement
On June 2, 2026 (the “Effective Date”),
VSee Health, Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN,
LTD., a Cayman Islands exempt limited company (the “Investor”). Capitalized terms used herein, but not otherwise defined,
have the meaning given to such terms in the SEPA, a copy of which is filed herewith as Exhibit 10.1.
Pursuant to the SEPA, and upon the satisfaction
of the conditions to the Investor’s purchase obligation set forth in the SEPA, including the registration of shares of common stock,
$0.0001 par value per share, (the “Common Stock”) issuable pursuant to the SEPA for resale, the Company will have the right,
from time to time, until June 2, 2029 (unless the SEPA is terminated earlier), to require the Investor to purchase up to $10 million of
shares of Common Stock (the “Commitment Amount”), subject to certain limitations and conditions set forth in the SEPA, by
delivering written notice to the Investor (an “Advance Notice”).
The Company may, in its sole discretion, select
the amount of the Advance that it desires to issue and sell to the Investor in each Advance Notice, subject to a maximum limit equal to
100% of the of the daily volume traded of our Common Stock on the Nasdaq for the five (5) consecutive trading days immediately preceding
the delivery of an Advance Notice (the “Maximum Advance Amount”). Pursuant to an Advance Notice, the shares will be issued
and sold to the Investor at a per share price equal to 97% of the lowest daily VWAP of the Common Stock during the three (3) consecutive
trading days commencing on the date the Advance Notice is deemed delivered pursuant to the terms of the SEPA (the “Pricing Period”),
unless otherwise agreed between the Company and Yorkville, other than the daily VWAP on any Excluded Days.
The Company agreed to pay the Investor a structuring
fee of $25,000 from the gross proceeds of the first Advance under the SEPA and issue to the Investor 532,481 shares of Common Stock, representing
1.00% of the Commitment Amount divided by the VWAP of the Common Stock during the Trading Day immediately prior to the Effective Date,
as a commitment fee (the “Commitment Shares”).
Under the applicable Nasdaq listing rules and
pursuant to the SEPA, in no event may the Company issue or sell to the Investor shares of Common Stock in excess of 9,715,140 shares of
Common Stock (the “Exchange Cap”), which is approximately 19.99% of the shares of Common Stock outstanding immediately prior
to the Effective Date, unless the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap.
In addition, the Company may not issue or
sell any shares of Common Stock to the Investor under the SEPA if, when aggregated with all other shares of Common Stock then
beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended, and Rule 13d-3 promulgated thereunder), it would result in the Investor and its affiliates beneficially owning
more than 4.99% of the then-outstanding shares of Common Stock.
The SEPA will automatically terminate on the earliest
to occur of (i) June 2, 2029 or (ii) the date on which the Investor has purchased from the Company under the SEPA the Commitment Amount
in full. The Company may terminate the SEPA at any time upon five (5) trading days’ prior written notice to the Investor, provided
that there are no outstanding Advance Notices under which the Company is yet to issue Common Stock and provided that the Company has paid
all amounts owed to the Investor pursuant to the SEPA. The Company and the Investor may also agree to terminate the SEPA by mutual written
consent. Neither the Company nor the Investor may assign or transfer their respective rights and obligations under the SEPA, and no provision
of the SEPA may be modified or waived by the Company or the Investor other than by agreement by both parties.
Pursuant to the SEPA, the Company also agreed
to prepare and file with the Securities and Exchange Commission, a registration statement, or multiple registration statements (each a
“Registration Statement” and collectively the “Registration Statements”), for the resale by the Investor of the
Commitment Shares, the shares of Common Stock to be issued from time to time under the SEPA pursuant to an Advance (the “Shares”)
and any securities issued or issuable with respect to the Shares by way of exchange, stock dividend or stock split or in connection with
a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. The Company, in its sole discretion may choose when to file such Registration Statement(s), provided, however, that
the Company shall not have the ability to request any Advances until the effectiveness of a Registration Statement.
The SEPA contains customary representations, warranties,
conditions, and indemnification obligations of the parties. The representations, warranties, and covenants contained in the SEPA were
made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may
be subject to limitations agreed upon by the parties.
The foregoing description of the SEPA is not purported
to be complete and is qualified in its entirety by reference to the full text of the SEPA, which is attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth
above in Item 1.01 of this Current Report on Form 8-K relating to the issuance of shares of Common Stock to the Investor pursuant to the
SEPA, including any shares to be issued in connection with an Advance Notice, or the Commitment Shares, is incorporated by reference herein
in its entirety. The offer and sale of shares of Common Stock pursuant to the SEPA was and will be made in reliance upon the exemption
from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).
This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there
be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Standby Equity Purchase Agreement, dated June 2, 2026, by and between VSee Health, Inc. and YA II PN, LTD. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: June 11, 2026 |
VSEE HEALTH, INC. |
| |
|
|
| |
By: |
/s/ Imoigele Aisiku |
| |
Name: |
Imoigele Aisiku |
| |
Title: |
Chief Executive Officer |
