VSEE resets convertible note price to $0.75; terms unchanged

Rhea-AI Filing Summary

VSee Health (VSEE) amended its senior secured convertible note. On October 21, 2025, the company executed Amendment No. 1, resetting the Note’s defined “Conversion Price” to $0.75. The original Note, issued on September 30, 2024, has an original principal amount of $2,222,222 and was issued to an accredited and institutional investor under a securities purchase agreement later amended on March 20, 2025.

The company states all other terms of the Note remain in full force and effect. The amendment is filed as Exhibit 10.1.

Insights

Convertible Securities Analyst

Conversion price reset to $0.75; terms otherwise unchanged.

The amendment fixes the Note’s “Conversion Price” at $0.75 for a senior secured convertible instrument originally issued on September 30, 2024 with principal of $2,222,222. By defining a lower per-share conversion level, the document clarifies how debt may convert into equity under the Note.

Potential effects depend on holder conversion decisions and any caps or mechanics contained in the underlying agreements. The company states that, aside from the new conversion price, all other terms remain in effect, and the amendment is included as Exhibit 10.1 for reference.

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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): October 21, 2025

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

On October 21, 2025, VSee Health, Inc. (the “Company”), entered into an Amendment No. 1 (the “Amendment”) to the senior secured convertible promissory note, issued on September 30, 2024 (the “Note”) in the original principal amount of $2,222,222 (the “Note”), with the accredited and institutional investor (the “Holder”). The Note was previously issued by the Company to the Holder pursuant to the securities purchase agreement, dated September 30, 2024, as amended on March 20, 2025, by and among the Company and the Holder.

The Amendment revises the definition of “Conversion Price” as set forth in the Note to be equal to $0.75.

Except as specifically set forth in the Amendment, all other terms, covenants, and conditions of the Note remain in full force and effect. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
10.1		Amendment No. 1 to the Senior Secured Convertible Promissory Note, dated October 21, 2025, by and between VSee Health, Inc. and the investor therein
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: October 21, 2025	VSEE HEALTH, INC.
	By:	/s/ Imoigele Aisiku
	Name:	Imoigele Aisiku
	Title:	Co-Chief Executive Officer

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FAQ

What did VSee Health (VSEE) change in its convertible note?

The company reset the Note’s defined “Conversion Price” to $0.75.

What is the original principal amount of VSEE’s convertible note?

The original principal amount is $2,222,222.

When was the amendment to the Note executed?

The amendment was executed on October 21, 2025.

When was the original Note issued?

The original Note was issued on September 30, 2024.

Did any other terms of the Note change?

No. The company states all other terms remain in full force and effect.

Where can I find the full amendment document?

It is filed as Exhibit 10.1 to the report.

What are VSEE’s listed securities and symbols?

Common Stock: VSEE; Warrants (exercise price $11.50 per whole share): VSEEW.