VSEE HEALTH, INC.

8-K · vsee8k061026.htm iXBRL

0001864531

 2026-06-08
 2026-06-08

 0001864531

 VSEE:CommonStock0.0001ParValuePerShareMember

 2026-06-08
 2026-06-08

 0001864531

 VSEE:WarrantsWhichEntitlesHolderToPurchaseOne1ShareOfCommonStockAtPriceOf11.50PerWholeShareMember

 2026-06-08
 2026-06-08

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

 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 11, 2026 ( June 8, 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 1.01 Entry into a Material Definitive Agreement.

  

 Note
Financing

  

 On
June 8, 2026, VSee Health, Inc., a Delaware corporation (the “Company”) entered into a securities purchase agreement (the
“SPA”) with an institutional investor (the “Holder”). Pursuant to the SPA, the Company issued the holder an 8%
original issue discount secured promissory note in favor of the Holder, in the aggregate principal amount of $271,739.13 (including the
original issue discount of $21,739.13) (the “Promissory Note”). The Promissory Note bears an interest rate of 18% per annum
and is due and payable on December 8, 2026. At any time after the issuance date of the Promissory Note (provided that no Event of Default
(as defined in the Promissory Note) has occurred), the Company has a right to prepay any portion of the outstanding balance of the Promissory
Note by paying the Holder a sum of money equal to 100% of the portion being redeemed, together with a prepayment fee equal to ten percent
(10%) of the amount being prepaid. Moreover, upon receipt by the Company of the proceeds from an equity line of credit financing arrangement
with the Holder, the Company is required to repay the entire outstanding balance of the Promissory Note within two (2) business days
of receipt of such proceeds. The Promissory Note is secured by certain assets of the Company pursuant to a Security Agreement by and
among the Holder and the Secured Parties (as defined therein), which was executed simultaneously with the Promissory Note.

  

 The
foregoing descriptions of the SPA and Promissory Note do not purport to be complete and are qualified in their entirety by reference
to the SPA and Promissory Note, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and
are incorporated herein by reference.

  

 Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

  

 The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

  

 Item 3.02 Unregistered Sales of Equity Securities.

  

 The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.

  

 The
Promissory Note to be issued in the connection with the Purchase Agreement will be issued in a transaction exempt from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated
thereunder, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4(a)(2)
of the Securities Act, and other applicable requirements were met. Neither this Current Report on Form 8-K nor any of
the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the shares of Common Stock or any other securities
of the Company.

  

 1

  

  

 Item 9.01 Financial Statements and Exhibits.

  

 (d)
Exhibits

  

 Exhibit No.
  
 Description

 10.1
  
 Securities Purchase Agreement,
 dated as of June 8, 2026, by and between VSee Health Inc. and ADI Funding LLC.

 10.2
  
 Secured Promissory Note,
 dated as of June 8, 2026.

 104
  
 Cover Page Interactive
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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: June 11, 2026
 VSEE HEALTH, INC.

  
  
  

  
 By:
 /s/ Imoigele
 Aisiku

  
 Name: 
 Imoigele Aisiku

  
 Title:
 Chief Executive Officer

  

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