VSee Health issues $181K convertible note

Vanquish's conversion right is limited to a continuing Event of Default and cannot produce beneficial ownership above 4.99%.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

VSee Health, Inc. issued Vanquish an additional unsecured convertible promissory note with an aggregate principal amount of $180,550 on September 24, 2026; the amount includes a $23,550 original issue discount. The note carries a one-time 12% interest charge applied to principal on issuance and is due July 30, 2027. It may be prepaid in whole or in part at any time without penalty.

Vanquish may convert only upon the occurrence and during the continuance of an Event of Default. The conversion price is 65% of the lowest closing bid price over the 10 trading days before written notice, subject to specified equitable adjustments; conversion cannot result in Vanquish and its affiliates owning more than 4.99% of VSee Health’s outstanding common stock, and that limit cannot be waived. VSee Health may accelerate payments or prepay in cash for a certain percentage of principal then outstanding plus accrued and unpaid interest, based on the prepayment date. The June 18, 2026 agreement permits additional financings up to $2,050,000 during the 12 months after that date, subject to further agreement.

Filing Explained

VSee reports that the June 18 Vanquish financing had already issued an unsecured convertible note with $295,550 aggregate principal, in addition to the September 24 $180,550 note; this adds an earlier debt obligation to the financing disclosed here.

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

Additional note aggregate principal: $180,550 Original issue discount: $23,550 One-time interest charge: 12% +5 more

8 metrics

Additional note aggregate principal $180,550 Additional Vanquish Note issued September 24, 2026

Original issue discount $23,550 Included in the Additional Vanquish Note principal amount

One-time interest charge 12% Applied to the note principal on the issuance date

Maturity date July 30, 2027 Additional Vanquish Note due and payable

Conversion price 65% Of the lowest closing bid price over the 10 trading days before written conversion notice

Conversion observation period 10 trading days Before the date written conversion notice is submitted

Beneficial ownership limitation 4.99% Applies to Vanquish and its affiliates upon conversion

Additional tranche financing capacity Up to $2,050,000 Permitted during the 12 months after June 18, 2026, subject to further agreement

Key Terms

original issue discount, unsecured convertible promissory note, Event of Default, beneficial ownership limitation

4 terms

original issue discount financial

"including the original issue discount of $23,550"

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.

unsecured convertible promissory note financial

"issued to Vanquish an additional unsecured convertible promissory note"

Event of Default financial

"during the continuance of an Event of Default"

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.

beneficial ownership limitation financial

"Such beneficial ownership limitation may not be waived by Vanquish"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

FAQ

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

How much is VSEE's additional Vanquish note?

VSee Health issued Vanquish a note with an aggregate principal amount of $180,550, including a $23,550 original issue discount, on September 24, 2026.

When can Vanquish convert the VSEE note, and at what price?

Conversion is permitted only upon the occurrence and during the continuance of an Event of Default, at a price equal to 65% of the lowest closing bid price over the 10 trading days before written conversion notice. The conversion is subject to a 4.99% beneficial ownership limit for Vanquish and its affiliates, which Vanquish cannot waive.

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

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Available on EDGAR 09/30/2026 - 04:15 PM Accepted by SEC EDGAR 09/30/2026 - 04:15 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): September 24, 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	OTC
Warrants, which entitles the holders to purchase one (1) share of common stock at a price of $11.50 per whole share	VSEEW	OTC

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 Material Definitive Agreement.

Additional Vanquish Convertible Note Financing

As previously reported, on June 18, 2026, VSee Health, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Vanquish SPA”) with an institutional investor (“Vanquish”). Pursuant to the Vanquish SPA, the Company issued to Vanquish an unsecured convertible promissory note in the aggregate principal amount of $295,550 (including the original issue discount of $38,550). The Vanquish SPA also permits additional tranches of financings of up to $2,050,000.00 during the twelve (12) months after the date of the Vanquish SPA, subject to further agreement by and between the Company and Vanquish.

On September 24, 2026, the Company issued to Vanquish an additional unsecured convertible promissory note in the aggregate principal amount of $180,550 (including the original issue discount of $23,550) (the “Additional Vanquish Note”). The Additional Vanquish Note is subject to a one-time interest charge of twelve percent (12%) that was applied on the issuance date to the principal balance of the Additional Vanquish Note. The Additional Vanquish Note is due and payable on July 30, 2027. The Additional Vanquish Note may be prepaid in whole or in part at any time without penalty. The Company has the right to accelerate payments or prepay the Additional Vanquish Note in an amount of cash equal to a certain percentage of the then outstanding principal amount of the Additional Vanquish Note plus any accrued and unpaid interest on the unpaid amount of the Additional Vanquish Note, which will be based on the date of the prepayment of the Additional Vanquish Note. Vanquish has the sole and exclusive right to convert the Additional Vanquish Note into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), solely and exclusively upon the occurrence and during the continuance of an Event of Default (as defined in the Additional Vanquish Note), except where such conversion would result in beneficial ownership by Vanquish and its affiliates of more than 4.99% of the outstanding shares of Common Stock of the Company. Such beneficial ownership limitation may not be waived by Vanquish. The conversion price of the Additional Vanquish Note is equal to sixty-five percent (65%) of the lowest closing bid price of the Company’s Common Stock as reported by Bloomberg over the ten (10) trading days prior to the date a notice of conversion is submitted in writing to the Company, subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company related to its securities, combinations, recapitalization, reclassifications, extraordinary distributions and similar events.

The foregoing descriptions of the Vanquish SPA and Additional Vanquish Note do not purport to be complete and are qualified in their entirety by reference to the Vanquish SPA and Additional Vanquish 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 Additional Vanquish Note, including the shares of Common Stock issuable upon conversion thereof, will be issued in transactions 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 do 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 June 18, 2026, between VSee Health, Inc. and an institutional investor (incorporated by reference to Exhibit 10.3 filed with the Form 8-K filed by the Registrant on July 7, 2026).
10.2		Unsecured Convertible Promissory Note, dated September 24, 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: September 30, 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

5 documents

Agreements & Contracts

EX-10.2 EXHIBIT 10.2 82.0 KB