VSee Health (VSEE) signs settlement over $271,739.13 secured note
Rhea-AI Filing Summary
VSee Health, Inc. entered into a Settlement Agreement and Mutual Release on July 21, 2026 with ADI Funding LLC and M2B Funding Corp. ADI holds a Secured Promissory Note dated June 8, 2026 with an original principal amount of $271,739.13, issued under earlier transaction documents. ADI had previously sent notice alleging an Event of Default related to obligations tied to an equity line of credit with M2B, including filing a resale Form S-1 and issuing related shares.
The Settlement Agreement resolves all disputes arising from those transactions and provides for cash consideration, Settlement Notes and Settlement Shares for ADI and M2B. An Event of Default under the Settlement Agreement includes failure to make payments, issue the Settlement Notes or Settlement Shares, file a Form 8-K disclosing the agreement, or comply with material covenants. Upon default, all obligations accelerate, unpaid notes accrue 18% interest, conversion rights become immediately exercisable, ADI’s prior rights are reinstated, and the Company must cover related fees and expenses. The mutual release is conditioned on completing the cash payment, issuing the notes and shares, and making the SEC disclosure. The Settlement Notes and Settlement Shares are being issued in private transactions relying on Section 4(a)(2) and/or Regulation D exemptions from Securities Act registration.
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8-K Event Classification
2 items: 1.01, 3.02
2 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 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Key Figures
Secured note principal: $271,739.13
Default interest rate: 18%
Common stock par value: $0.0001 per share
+3 more
6 metrics
Secured note principal
$271,739.13
Original principal amount of ADI Secured Promissory Note dated June 8, 2026
Default interest rate
18%
Interest rate on all unpaid notes upon an Event of Default under the Settlement Agreement
Common stock par value
$0.0001 per share
Par value of VSee Health common stock listed on Nasdaq under symbol VSEE
Warrant exercise price
$11.50 per share
Each VSEEW warrant entitles the holder to purchase one share of common stock at this price
Settlement date
July 21, 2026
Date VSee Health entered into the Settlement Agreement and Mutual Release
Prior default notice date
June 11, 2026
Date of ADI’s notice alleging an Event of Default under the transaction documents
Key Terms
Settlement Agreement and Mutual Release, Secured Promissory Note, Event of Default, equity line of credit, +2 more
6 terms
Settlement Agreement and Mutual Release regulatory
"VSee Health, Inc., a Delaware corporation entered into a Settlement Agreement and Mutual Release"
Secured Promissory Note financial
"ADI is the holder of certain outstanding indebtedness pursuant to a Secured Promissory Note"
A secured promissory note is a written promise to repay borrowed money that is backed by specific assets pledged as collateral; if the borrower fails to pay, the lender can seize those assets to recover losses. Investors care because the collateral reduces the lender’s risk and can make the loan safer and more likely to be repaid, similar to a pawnshop loan where an item lowers the lender’s exposure if the borrower defaults.
Event of Default financial
"notice from ADI alleging an Event of Default occurred under the Existing Transaction Documents"
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.
equity line of credit financial
"failure to file a resale registration statement on Form S-1 pursuant to an equity line of credit"
An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.
Regulation D regulatory
"issued in transactions exempt from registration under Section 4(a)(2) and/or Regulation D"
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.
Section 4(a)(2) regulatory
"exempt from registration under Section 4(a)(2) of the Securities Act of 1933"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What settlement did VSEE Health, Inc. (VSEE) enter into on July 21, 2026?
VSee Health entered a Settlement Agreement and Mutual Release with ADI Funding LLC and M2B Funding Corp. It resolves disputes arising from earlier financing documents, including a secured note and an equity line of credit-related registration and share issuance obligations.
What is the size of the secured promissory note held by ADI in VSEE?
ADI holds a Secured Promissory Note dated June 8, 2026 with an original principal amount of $271,739.13. This note, issued under earlier transaction documents, is central to the disputes that the new Settlement Agreement is designed to resolve among the parties.
What events trigger an Event of Default under VSEE’s new Settlement Agreement?
An Event of Default occurs if VSee Health fails to timely pay under the agreement, issue the Settlement Shares or Settlement Notes, file a Form 8-K describing the settlement, or breaches any material covenant contained in the Settlement Agreement between the parties.
What happens if there is an Event of Default under VSEE’s Settlement Agreement?
If a default occurs, all obligations accelerate, unpaid notes accrue 18% interest, and conversion rights become immediately exercisable. VSee Health must also reimburse reasonable attorneys’ and related fees, and ADI’s rights and remedies under the original transaction documents are fully reinstated.
How are VSee Health (VSEE) securities listed and what is the warrant exercise price?
VSee Health’s common stock, par value $0.0001 per share, trades on The Nasdaq Stock Market under symbol VSEE. Its warrants trade as VSEEW, each entitling the holder to purchase one share of common stock at an exercise price of $11.50 per whole share.