VSee Health, Inc. (NASDAQ: VSEE) raises $336,000 via convertible note
Rhea-AI Filing Summary
On June 30, 2026, VSee Health, Inc. entered into a securities purchase agreement with an institutional investor, issuing an unsecured convertible promissory note (the Labrys Note) with aggregate principal of $336,000, including an original issue discount of $36,000 and a one-time 12% interest charge, due June 30, 2027.
The investor may require up to 50% of future cash proceeds from specified sources to repay the note. After certain timing and registration conditions, the note is convertible into common stock at 75% of the lowest closing bid price over the 10 trading days before conversion, subject to a 4.99% beneficial ownership cap. The securities were issued in a private placement exempt from registration under Section 4(a)(2) and Regulation D.
Positive
- None.
Negative
- None.
Filing Explained
The June 30 note is a direct obligation with its 12% charge earned at issuance; March 31 cash equaled 49.4 days of operating cash use.
The
As a historical liquidity comparison,
Sources and calculations
- VSee Health Form 8-K (2026-07-31)
- VSee Health latest quarterly fundamentals (2026Q1)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $1,346,132 / ($2,452,191 / 90) = [object Object]
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, and exhibit attachments filed with this report.
Key Figures
Labrys Note principal: $336,000
Original issue discount: $36,000
Interest charge: 12%
+5 more
8 metrics
Labrys Note principal
$336,000
Aggregate principal amount of unsecured convertible promissory note, including discount
Original issue discount
$36,000
Discount included within the Labrys Note’s $336,000 principal
Interest charge
12%
One-time interest charge earned in full as of the issue date
Maturity date
June 30, 2027
Date on which the Labrys Note is due and payable
Conversion discount
75%
Conversion price equals 75% of the lowest closing bid price
Look-back period
10 trading days
Period used to determine the lowest closing bid price for conversion
Beneficial ownership cap
4.99%
Maximum beneficial ownership allowed for Labrys and affiliates after conversion
Cash proceeds sweep
50%
Portion of certain cash proceeds Labrys can require be used for repayment
Key Terms
original issue discount, beneficial ownership, Equity Line of Credit, Regulation D, +2 more
6 terms
original issue discount financial
"aggregate principal amount of $336,000 (including the original issue discount of $36,000)"
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.
beneficial ownership financial
"conversion would result in beneficial ownership by Labrys and its affiliates of more than 4.99%"
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.
Equity Line of Credit financial
"issuance of securities pursuant to an Equity Line of Credit (as defined in the Labrys Note)"
An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.
Regulation D regulatory
"Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D"
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.
Section 4(a)(2) of the Securities Act regulatory
"exempt from registration under Section 4(a)(2) of the Securities Act of 1933"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What financing did VSee Health (VSEE) enter into on June 30, 2026?
On June 30, 2026, VSee Health entered a securities purchase agreement and issued an unsecured convertible promissory note with $336,000 principal. The Labrys Note includes a $36,000 original issue discount and provides short-term funding on convertible, rather than straight debt, terms.
What are the key economic terms of VSee Health (VSEE)'s Labrys Note?
The Labrys Note carries aggregate principal of $336,000 with a $36,000 original issue discount and a one-time 12% interest charge earned in full on the issue date. It is unsecured and due and payable on June 30, 2027, providing roughly one year of term financing.
How can the Labrys Note for VSee Health (VSEE) convert into common stock?
After specified events and timing conditions, the Labrys Note becomes convertible into VSee Health common stock at 75% of the lowest closing bid price over the prior 10 trading days. Conversions are restricted so the holder’s beneficial ownership does not exceed 4.99% of outstanding shares.
What is the beneficial ownership limitation in VSee Health (VSEE)'s Labrys Note?
Conversions under the Labrys Note are limited by a 4.99% beneficial ownership cap. This restriction prevents Labrys and its affiliates from converting if doing so would give them more than 4.99% of VSee Health’s outstanding common stock at any time.
How must VSee Health (VSEE) apply future cash proceeds in relation to the Labrys Note?
If VSee Health or its subsidiaries receive cash proceeds from sources such as customer payments, new financings, warrant conversions or asset sales, Labrys may require up to 50% of those proceeds to immediately repay outstanding principal and interest on the Labrys Note.
Under what securities law exemptions was VSee Health (VSEE)'s Labrys Note issued?
The Labrys Note and the shares issuable upon its conversion are being issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D, based on their characterization as non-public offerings meeting applicable requirements.