VSee Health enters 18% secured note financing

VSee Health, Inc. entered into a high-interest note financing with an institutional investor.

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

VSee Health, Inc. entered into a high-interest note financing with an institutional investor. The company issued an 8% original issue discount secured promissory note with an aggregate principal amount of $271,739.13, which includes an original issue discount of $21,739.13. The note bears interest at 18% per annum and matures on December 8, 2026.

The company may prepay all or part of the note at 100% of the amount redeemed plus a 10% prepayment fee. If VSee receives proceeds from an equity line of credit with the same holder, it must repay the entire outstanding balance within two business days. The note is secured by certain company assets under a related security agreement.

Insights

VSee adds a small, high-cost secured note with tight repayment terms.

VSee Health has taken on a secured promissory note with principal of $271,739.13 at an 18% annual interest rate and an 8% original issue discount. This is relatively expensive financing and is backed by certain company assets through a security agreement.

The structure allows optional prepayment, but with a 10% fee on any prepaid amount, increasing the effective cost if repaid early. A key feature is mandatory full repayment within two business days after the company receives proceeds from an equity line of credit with the same holder, linking this debt to potential future equity funding.

Overall, this is a modest-sized but high-yield obligation that adds secured debt to the balance sheet. Its practical effect will depend on whether and when the company accesses the referenced equity line and how quickly it chooses to prepay versus carrying the note to its December 8, 2026 maturity.

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, or exhibit attachments filed with this report.

Key Figures

Note principal: $271,739.13 Original issue discount: $21,739.13 Interest rate: 18% per annum +3 more

6 metrics

Note principal $271,739.13 Aggregate principal amount of secured promissory note

Original issue discount $21,739.13 8% OID included in principal

Interest rate 18% per annum Coupon on secured promissory note

Maturity date December 8, 2026 Promissory note due date

Prepayment fee 10% of amount prepaid Additional fee on any voluntary prepayment

Equity line repayment window 2 business days Time to repay after equity line proceeds received

Key Terms

original issue discount, secured promissory note, Security Agreement, Section 4(a)(2) of the Securities Act of 1933, +1 more

5 terms

original issue discount financial

"an 8% original issue discount secured promissory note in favor of the Holder"

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.

secured promissory note financial

"issued the holder an 8% original issue discount 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.

Security Agreement financial

"secured by certain assets of the Company pursuant to a Security Agreement"

A security agreement is a legal contract in which a borrower promises specific assets as collateral to a lender until a debt is repaid. Think of it like leaving your car keys with a mechanic while they fix the car — the lender can take or sell the pledged assets if the borrower defaults. For investors, these agreements reveal which company assets are tied up, who gets paid first in trouble, and how risky other creditors’ claims may be.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933"

Regulation D regulatory

"and/or Regulation D promulgated thereunder, because the offer and sale"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did VSee Health (VSEE) enter into on June 8, 2026?

VSee Health entered into a securities purchase agreement with an institutional investor, issuing a secured promissory note with aggregate principal of $271,739.13. The note includes an 8% original issue discount and is documented alongside a related security agreement securing certain company assets.

What are the key terms of VSee Health’s new secured promissory note?

The note has aggregate principal of $271,739.13, including an original issue discount of $21,739.13, and carries an 18% annual interest rate. It matures on December 8, 2026, is secured by certain company assets, and was issued to an institutional investor under a securities purchase agreement.

When is VSee Health’s secured promissory note due and what is the interest rate?

The secured promissory note is due on December 8, 2026 and bears interest at 18% per annum. This high coupon, combined with the 8% original issue discount, makes the financing relatively expensive compared with conventional debt structures for many issuers.

Can VSee Health prepay the secured promissory note, and on what terms?

VSee Health may prepay any portion of the note, as long as no event of default has occurred, by paying 100% of the amount being redeemed plus a prepayment fee of 10%. This prepayment right provides flexibility but increases the effective cost of early repayment.

How does an equity line of credit affect repayment of VSee Health’s note?

If VSee Health receives proceeds from an equity line of credit financing arrangement with the same holder, it must repay the entire outstanding balance of the promissory note within two business days. This ties note repayment directly to potential future equity financing proceeds from that arrangement.

How was VSee Health’s promissory note issuance treated under U.S. securities laws?

The promissory note was issued in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D. The company states the offer and sale did not involve a public offering and that applicable exemption requirements were satisfied.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 04:11 PM

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 8, 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
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.

Note Financing

On June 8, 2026, VSee Health, Inc., a Delaware corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with an institutional investor (the “Holder”). Pursuant to the SPA, the Company issued the holder an 8% original issue discount secured promissory note in favor of the Holder, in the aggregate principal amount of $271,739.13 (including the original issue discount of $21,739.13) (the “Promissory Note”). The Promissory Note bears an interest rate of 18% per annum and is due and payable on December 8, 2026. At any time after the issuance date of the Promissory Note (provided that no Event of Default (as defined in the Promissory Note) has occurred), the Company has a right to prepay any portion of the outstanding balance of the Promissory Note by paying the Holder a sum of money equal to 100% of the portion being redeemed, together with a prepayment fee equal to ten percent (10%) of the amount being prepaid. Moreover, upon receipt by the Company of the proceeds from an equity line of credit financing arrangement with the Holder, the Company is required to repay the entire outstanding balance of the Promissory Note within two (2) business days of receipt of such proceeds. The Promissory Note is secured by certain assets of the Company pursuant to a Security Agreement by and among the Holder and the Secured Parties (as defined therein), which was executed simultaneously with the Promissory Note.

The foregoing descriptions of the SPA and Promissory Note do not purport to be complete and are qualified in their entirety by reference to the SPA and Promissory Note, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

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

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.

The Promissory Note to be issued in the connection with the Purchase Agreement will be issued in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the shares of Common Stock or any other securities of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated as of June 8, 2026, by and between VSee Health Inc. and ADI Funding LLC.
10.2		Secured Promissory Note, dated as of June 8, 2026.
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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

VSee Health enters 18% secured note financing

Rhea-AI Filing Summary

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