VSee Health, Inc. registered up to 3,540,000 common shares for resale by ClearThink Capital Partners, LLC: 40,000 commitment-fee shares already issued and up to 3,500,000 shares VSee may issue and sell to ClearThink under the Strata Agreement. VSee receives no proceeds from ClearThink’s resales, but may receive proceeds from separate sales to ClearThink; ClearThink committed to purchase up to $5.0 million of shares, subject to the agreement’s conditions.
Under the Strata Agreement, VSee may direct purchases over an approximately 36-month period beginning after the resale registration statement is declared effective and remains effective, subject to the agreement’s conditions. The purchase price is 85% of the lowest daily closing price during the 10 trading days preceding the purchase date. VSee may not direct purchases that would put ClearThink and its affiliates’ beneficial ownership above 9.99% of outstanding common stock. VSee expects any proceeds from its sales to be used for working capital and general corporate purposes.
The auditor identified material weaknesses in financial reporting controls for the year ended December 31, 2025. Management concluded substantial doubt exists about VSee’s ability to continue as a going concern for one year after the financial statements were issued. Operating cash outflows were $3,625,916 for the six months ended June 30, 2026.
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.