Default claim on $271K secured note hits VSee Health (VSEE) as cure clock starts

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

VSee Health, Inc. reports that noteholder ADI Funding, LLC has delivered a notice asserting an Event of Default under an 8% original issue discount secured promissory note with an aggregate principal amount of $271,739.13, including an original issue discount of $21,739.13.

The holder’s notice alleges the company failed to meet several obligations tied to a June 8, 2026 securities purchase agreement, including filing a resale registration statement and issuing transfer agent instructions by June 11, 2026. Under the note, VSee Health has ten Trading Days from the Event of Default to cure. If not cured, the holder may accelerate the debt, enforce collateral rights, seek payment of all amounts due including any Mandatory Default Amount, and recover attorneys’ fees and costs. The company is evaluating potential resolution alternatives, including a consensual resolution, while expressly preserving all of its rights, remedies and defenses.

Positive

None.

Negative

Default notice and enforcement risk: ADI Funding, LLC has asserted an Event of Default under a secured promissory note with principal of $271,739.13, creating potential for debt acceleration, collateral enforcement, and additional costs if VSee Health does not cure the default within the ten Trading Day contractual cure period.

Insights

VSee faces a contractual default claim on a small secured note, with cure period and remedies outlined.

VSee Health discloses that ADI Funding, LLC has asserted an Event of Default under an 8% original issue discount secured promissory note with principal of $271,739.13. The alleged default stems from missed obligations related to a June 8, 2026 securities purchase agreement, including filing a resale registration statement and issuing transfer agent instructions by June 11, 2026.

The note provides a ten Trading Day cure period from the Event of Default. If the company does not fully cure within this window, the holder may accelerate the debt, enforce collateral rights, seek recovery of attorneys’ fees and costs, and demand all amounts due, including any Mandatory Default Amount. These remedies give the creditor significant leverage over this specific obligation.

The filing states that VSee is evaluating resolution alternatives, including a consensual outcome, while preserving all rights, remedies and defenses. Actual impact depends on whether the company cures within the contractual period or reaches a negotiated settlement, as well as how any enforcement of collateral rights would interact with its broader liquidity and capital structure, which are not detailed in this excerpt.

8-K Event Classification

Item 2.04 — Triggering Events That Accelerate or Increase a Direct Financial Obligation

1 item

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation Financial

An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.

Key Figures

Promissory note principal: $271,739.13 Original issue discount: $21,739.13 Cure period: 10 Trading Days +3 more

6 metrics

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

Original issue discount $21,739.13 Original issue discount on secured promissory note

Cure period 10 Trading Days Time allowed to cure Event of Default under note

Note description 8% original issue discount Descriptor of secured promissory note terms

Notice date June 11, 2026 Date of default notice from ADI Funding

Company receipt date June 12, 2026 Date VSee Health received the default notice

Key Terms

Event of Default, original issue discount, secured promissory note, Mandatory Default Amount, +1 more

5 terms

Event of Default financial

"the Holder asserted that an Event of Default had occurred and was continuing under the Promissory Note"

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.

original issue discount financial

"8% original issue discount secured promissory note in the aggregate principal amount of $271,739.13"

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

"8% original issue discount secured promissory note in the aggregate principal amount of $271,739.13"

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.

Mandatory Default Amount financial

"including seeking payment of all amounts due under the Promissory Note, including the Mandatory Default Amount"

collateral rights financial

"including acceleration of the debt, enforcement of collateral rights, recovery of attorneys' fees and costs"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

Available on EDGAR 06/26/2026 - 04:33 PM Accepted by SEC EDGAR 06/26/2026 - 04:33 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 26, 2026 (June 11, 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 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On June 12, 2026, the VSee Health, Inc., a Delaware corporation (the “Company”) received a notice, dated June 11, 2026 (the “Notice”), from ADI Funding, LLC (the “Holder”), the holder of the Company’s 8% original issue discount secured promissory note in the aggregate principal amount of $271,739.13 (including the original issue discount of $21,739.13) (the “Promissory Note”). In the Notice, the Holder asserted that an Event of Default had occurred and was continuing under the Promissory Note and related securities purchase agreement, dated June 8, 2026 (the “SPA”), based on the Company’s alleged failure to file a resale registration statement on Form S-1 to register shares for resale pursuant to the Purchase Agreement, the failure to file a Form 8-K related to the Purchase Agreement and failure to issue transfer agent instructions, in each case no later than June 11, 2026. Capitalized terms used under this Item 2.04 but not otherwise defined herein shall have the meanings ascribed to them in the Promissory Note.

Pursuant to Section 2.2 of the Promissory Note, the Company has ten (10) Trading Days from the occurrence of the Event of Default to cure the default. If the default is not fully cured within the applicable cure period, the Holder may exercise all rights and remedies available under the transaction documents, including acceleration of the debt, enforcement of collateral rights, recovery of attorneys' fees and costs, and pursuit of all available legal and equitable remedies, including seeking payment of all amounts due under the Promissory Note, including the Mandatory Default Amount.

The Company is evaluating potential resolution alternatives, including a consensual resolution of the asserted obligations, while preserving all rights, remedies and defenses available to the Company under the transaction documents and applicable law. No assurance can be given as to the timing or outcome of this matter.

The Promissory Note and the SPA were previously filed as exhibits to the Company's Current Report on Form 8-K filed on June 11, 2026 and are incorporated herein by reference.

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 26, 2026	VSEE HEALTH, INC.

	By:	/s/ Imoigele Aisiku
	Name:	Imoigele Aisiku
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What triggered the default notice disclosed by VSee (symbol VSEE)?

The default notice arises from ADI Funding, LLC’s assertion that VSee Health failed to satisfy obligations under a June 8, 2026 securities purchase agreement, including filing a resale Form S-1 and issuing transfer agent instructions by June 11, 2026.

How large is the secured promissory note at issue for VSee Health (VSEE)?

The promissory note referenced has an aggregate principal amount of $271,739.13, which includes an original issue discount of $21,739.13. It is described as an 8% original issue discount secured promissory note held by ADI Funding, LLC.

How much time does VSee Health have to cure the asserted default?

Under Section 2.2 of the promissory note, VSee Health has ten Trading Days from the occurrence of the Event of Default to cure. If the default is not fully cured within this contractual cure period, the holder may exercise various enforcement rights.

What remedies can ADI Funding pursue if VSee does not cure the default?

If the default is not cured, ADI Funding may accelerate the debt, enforce collateral rights, recover attorneys’ fees and costs, and seek payment of all amounts due under the promissory note, including any Mandatory Default Amount provided in the transaction documents.

How is VSee Health responding to the default notice from ADI Funding?

VSee Health states it is evaluating potential resolution alternatives, including a consensual resolution of the asserted obligations. At the same time, the company notes it is preserving all rights, remedies, and defenses available under the transaction documents and applicable law.

Filing Exhibits & Attachments

4 documents