How is the share purchase price determined under VSEE’s Strata Agreement?

Each draw’s purchase price equals 85% of the lowest daily closing price of VSEE common stock during the ten trading days preceding the purchase date, as specified in the Strata Purchase Agreement with Clearthink.

VSee Health sets up $5M stock purchase line

Q: What financing agreement did VSEE Health, Inc. (VSEE) enter into with Clearthink?

VSee Health entered into a Strata Purchase Agreement with Clearthink Capital Partners, LLC, giving VSee the option to direct Clearthink to buy up to $5.0 million of common stock over about 36 months, subject to conditions and an effective resale registration statement.

Q: What securities law exemptions does VSEE rely on for this transaction?

The issuance of the Commitment Fee Shares and any common shares sold under the Strata Agreement rely on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D for non‑public offerings.

VSee Health set up a $5 million conditional equity purchase facility with Clearthink, including 40,000 commitment shares and a 36‑month draw window.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

VSee Health, Inc. (VSEE) entered into a Strata Purchase Agreement with Clearthink Capital Partners, LLC on September 2, 2026, under which Clearthink committed to purchase up to $5.0 million of VSee common stock at VSee’s direction, subject to conditions and effectiveness of a resale registration statement.

VSee may issue Request Notices over an approximately 36‑month period, with each draw limited to the lesser of $1,000,000 or 300% of the average trading volume over the prior eight trading days. The purchase price per share will be 85% of the lowest daily closing price during the ten trading days before each purchase date. Clearthink cannot demand sales and is capped at 9.99% beneficial ownership of VSee’s outstanding common stock.

As consideration for Clearthink’s commitment, VSee agreed to issue 40,000 shares of common stock as Commitment Fee Shares, deemed earned upon signing. The company states that any proceeds from sales under this facility are expected to be used for working capital and general corporate purposes, relying on Section 4(a)(2) and Regulation D exemptions.

Filing Explained

The facility is conditional capacity, not proceeds; 40,000 commitment fee shares were earned at signing and are to be issued.

The September 2 Form 8-K reports a signed purchase agreement under which Clearthink committed to buy up to $5.0 million of VSee common stock at VSee’s direction, but the filing discloses no completed sale or proceeds.

The 40,000 commitment fee shares were deemed earned when the agreement was signed and are to be issued; when issued, they will increase total share count and reduce existing holders’ percentage ownership absent offsetting changes.

The $5.0 million figure is a ceiling on purchases, while any draw remains dependent on an effective resale registration statement, continuing conditions, company requests, and eligible purchase acceptance; it therefore does not establish the amount of stock that will be sold.

At June 30, 2026, VSee reported $1,203,951 of cash and investments, which equals 93.3 days of the last reported quarterly operating cash use at that historical rate.

The financing’s actual scale will be established by later purchases and their prices, if the registration statement becomes effective and the agreement’s conditions are met.

Sources and calculations

VSee Health Form 8-K (2026-09-02)
Dilution definition (2026-07-17)
VSee Health latest quarterly fundamentals (2026Q2)

Available liquidity against the last reported quarterly operating outflow, in days at that rate ($454,151 + $749,800) / ($1,173,725 / 91) = 93.3 days

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Commitment Amount: $5.0 million Term of Facility: 36 months Per-draw cash cap: $1,000,000 +4 more

7 metrics

Commitment Amount $5.0 million Maximum aggregate common stock Clearthink may purchase under the Strata Purchase Agreement

Term of Facility 36 months Approximate period beginning when the resale registration statement becomes effective

Per-draw cash cap $1,000,000 Maximum dollar amount VSee may specify in any single Request Notice

Volume-based draw limit 300% Cap as a percentage of average shares traded over the prior eight trading days

Purchase price discount 85% of lowest closing price Shares priced at 85% of the lowest daily closing price during the ten trading days before purchase

Beneficial ownership cap 9.99% Maximum beneficial ownership of VSee common stock permitted for Clearthink and its affiliates

Commitment Fee Shares 40,000 shares Common shares issued to Clearthink as consideration for the commitment

Key Terms

Strata Purchase Agreement, Commitment Amount, Registration Statement, beneficial ownership, +2 more

6 terms

Strata Purchase Agreement financial

"executed a Strata Purchase Agreement (the “Strata Agreement”) with Clearthink"

Commitment Amount financial

"Clearthink has committed to purchase up to $5.0 million (the “Commitment Amount”)"

Registration Statement regulatory

"commencing on the date that a registration statement (the “Registration Statement”) covering the resale"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

beneficial ownership financial

"would result in Clearthink and its affiliates having beneficial ownership of more than the 9.99%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Section 4(a)(2) regulatory

"in reliance on the exemption provided by 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.

Regulation D regulatory

"and Regulation D promulgated under the Securities Act"

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 agreement did VSEE Health, Inc. (VSEE) enter into with Clearthink?

VSee Health entered into a Strata Purchase Agreement with Clearthink Capital Partners, LLC, giving VSee the option to direct Clearthink to buy up to $5.0 million of common stock over about 36 months, subject to conditions and an effective resale registration statement.

What are the per‑draw limits for VSEE (VSEE) under the Clearthink facility?

For any Request Notice, VSee may direct Clearthink to purchase an amount of stock up to the lesser of $1,000,000 or 300% of the average number of shares traded during the eight trading days before the notice date.

Is there an ownership cap for Clearthink in the VSEE Strata Agreement?

Yes. VSee may not direct purchases that would cause Clearthink and its affiliates to beneficially own more than 9.99% of VSee’s then outstanding common stock, limiting Clearthink’s ownership concentration.

What compensation does Clearthink receive for its commitment to VSEE?

As consideration for Clearthink’s commitment, VSee agreed to issue 40,000 shares of common stock as Commitment Fee Shares, which are issued and deemed earned upon signing the Strata Purchase Agreement on September 2, 2026.

How does VSEE plan to use proceeds from the Clearthink equity facility?

VSee states that any net proceeds it receives from sales of common stock to Clearthink under the Strata Agreement are expected to be used for working capital and general corporate purposes.

What securities law exemptions does VSEE rely on for this transaction?

The issuance of the Commitment Fee Shares and any common shares sold under the Strata Agreement rely on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D for non‑public offerings.

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

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Available on EDGAR 09/09/2026 - 04:11 PM Accepted by SEC EDGAR 09/09/2026 - 04:10 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 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
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.

Strata Agreement

On September 2, 2026, VSee Health, Inc., a Delaware corporation (the “Company”), executed a Strata Purchase Agreement (the “Strata Agreement”) with Clearthink Capital Partners, LLC (“Clearthink”). Pursuant to the Strata Agreement, Clearthink has committed to purchase up to $5.0 million (the “Commitment Amount”) of Company common stock, $0.0001 par value per share (the “common stock”), at the Company’s direction from time to time, subject to the satisfaction of the conditions in the Strata Agreement.

Such sales of common stock, if any, will be subject to certain limitations, and may occur from time to time at the Company’s sole discretion over the approximately 36-month period commencing on the date that a registration statement (the “Registration Statement”) covering the resale by Clearthink of the shares of common stock purchased from the Company (which the Company has agreed to file) is declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and remains effective, and the other conditions set forth in the Strata Agreement are satisfied.

Clearthink has no right to require the Company to sell any shares of common stock to Clearthink, but the Company may request that Clearthink make purchases at the Company’s direction subject to certain conditions. There is no upper limit on the price per share that Clearthink could be obligated to pay for the common stock under the Strata Agreement. Clearthink also has the option to decline a purchase request if the Company’s share price has materially declined causing the purchase to be negatively valued at the onset.

Actual sales of shares of common stock to Clearthink from time to time will depend on a variety of factors, including, among others, market conditions, the trading price of the Company’s common stock and determinations by the Company as to the appropriate sources of funding for its operations. The net proceeds that the Company may receive under the Strata Agreement cannot be determined at this time, since it will depend on the frequency and prices at which the Company sells shares of its common stock to Clearthink, the Company’s ability to meet the conditions of the Strata Agreement and the other limitations, terms and conditions of the Strata Agreement. The Company expects that any proceeds received by the Company from such sales to Clearthink will be used for working capital and general corporate purposes.

The Strata Agreement also prohibits the Company from directing Clearthink to purchase any shares of common stock if those shares, when aggregated with all other shares of the Company’s common stock then beneficially owned by Clearthink and its affiliates as a result of purchases under the Strata Agreement, would result in Clearthink and its affiliates having beneficial ownership of more than the 9.99% of the Company’s then outstanding common stock.

The Company may direct Clearthink to purchase amounts of its common stock under the Strata Agreement that it specifies from time to time in a written notice (a “Request Notice”) delivered to Clearthink on any trading day up to the Commitment Amount. The maximum amount that the Company may specify in any one Request Notice is equal to the lesser of $1,000,000 or 300% of the average number of shares traded for the eight (8) trading days prior to the date of the Request Notice.

The purchase price of the shares of common stock will be equal to 85% of the lowest daily closing price during the ten (10) trading days preceding the purchase date.

Unless earlier terminated as provided in the Strata Agreement, the Strata Agreement will terminate automatically on the earliest to occur of: (i) the 36-month anniversary of the date of the Registration Statement becoming effective; and (ii) the date on which Clearthink shall have purchased shares of common stock under the Strata Agreement for an aggregate gross purchase price equal to the Commitment Amount under the Strata Agreement. The Company has the right to terminate the Strata Agreement at any time, at no cost or penalty, upon delivering notice of termination to Clearthink. Such termination will not become effective until one (1) business day after such notice is received by Clearthink.

As consideration for Clearthink’s irrevocable commitment to purchase common stock upon the terms of and subject to satisfaction of the conditions set forth in the Strata Agreement, upon execution of the Strata Agreement, the Company agreed to issue a total of 40,000 shares of common stock (the “Commitment Fee Shares”) to Clearthink. The Commitment Fee Shares are to be issued and deemed earned upon the signing of the Strata Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 above is hereby incorporated herein by reference. The issuance of the Commitment Fee Shares and any shares of common stock issuable pursuant to the Strata Agreement was made or will be made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
10.1		Strata Purchase Agreement, dated September 2, 2026, between VSee Health, Inc. and Clearthink Capital Partners LLC
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 9, 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-10.1 EXHIBIT 10.1 166.8 KB