VisionSys AI Director Resigns

TL;DR

VisionSys AI director Zhe Sun has resigned, effective immediately.

AI Summary

VisionSys AI Inc. announced on October 24, 2025, that Zhe Sun has resigned as an Independent Director from its Board of Directors. Sun was also a member of the Board's audit committee.

Why It Matters

The departure of a director, especially from an audit committee, can signal changes in governance or internal controls that investors should monitor.

Risk Assessment

Risk Level: medium — Director resignations can sometimes indicate underlying issues within a company, warranting closer scrutiny.

Key Players & Entities

• VisionSys AI Inc. (company) — The company making the filing.
• Zhe Sun (person) — Independent Director who resigned.
• Board of Directors (company) — The governing body from which Zhe Sun resigned.
• audit committee (company) — Committee Zhe Sun was a member of.

FAQ

Key Financial Figures

• $50,000 — e will receive an annual base salary of $50,000 in cash, paid in accordance with the Co
• $12,500 — ed in equal quarterly installments of US$12,500, for his services as the independent di
• $0.254 — (the “Units”) at a price of $0.254 per Unit (“Purchase Price”)
• $0.001 — rdinary share of the Company, par value $0.001 per share (the “Share”), as
• $0.60 — quo;) with an initial exercise price of $0.60 per Share (the “Offering”),
• $0.00002 — sion Class A ordinary shares, par value $0.00002 per share, and warrants to the Purchase
• $2 m — hare, in exchange for gross proceeds of $2 million, before the deduction of customar
• $0 — dinary shares, each with a par value of $0.00002, issued and outstanding as of the

Filing Documents

• ea0262462-6k_visionsys.htm (6-K) — 19KB
• ea026246201ex99-1_visionsys.htm (EX-99.1) — 22KB
• 0001213900-25-102161.txt ( ) — 42KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2025 Commission File Number: 001-36363 VISIONSYS AI INC 2 Hammarskjold Plaza, Room 10B 2nd Avenue, New York, NY 10017 Tel: +1 (929) 687-0368 (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F Form 40-F Departure of an Independent Director Mr. Zhe Sun, a member of the board of directors (the “Board”) of VisionSys AI Inc, a Cayman Islands company (the “Company”), resigned from his position as an Independent director of the Board, a member of the audit committee (the “Audit Committee”) and the compensation committee (the “Compensation Committee”), and the Chairman of the nominating and corporate governance committee (the “Nominating Committee”) of the Board, for personal reasons, effective on October 8, 2025. His resignation was not a result of any disagreements with the Company on any matter related to the operations, policies, or practices of the Company. Appointment of a New Independent Director To fill the vacancy created by Mr. Zhe Sun’s departure, on October 9, 2025, the Board appointed Mr. Rojitkumar Singh Sorokhaibam as an independent director, effective immediately. The Company’s Board has determined that Mr. Sorokhaibam is “independent” as that term is defined in the rules of the SEC and the applicable rules of the NASDAQ Capital Market. Mr. Sorokhaibam will serve as a member of the Audit Committee and the Compensation Committee, and the Chairman of the Nominating Committee of the Board. The biographical information of Mr. Rojitkumar Singh Sorokhaibam is set forth below. Mr. Rojitkumar Singh Sorokhaibam co-founded idhubs, a Web3- and AI-powered ecosystem platform, and has served as its Chief Executive Officer since September 2020. He previously founded Visionary Technocrats, a Web 3.0-powered SaaS ecosystem collaboration platform for small and medium enterprises that integrates blockchain and AI, and served as its Chief Technology Officer from June 1996 to August 2020. There, he gained experience across diverse industries including logistics, healthcare, banking, digital marketing automation, and enterprise review systems, consistently delivering impactful software solutions. He obtained a Bachelor of Engineering in Electrical Engineering from Dayal Bagh Educational Institute in May 1996. The Company entered into an offer letter (the “Offer Letter”) with Mr. Sorokhaibam, which establishes other terms and conditions governing his service to the Company. He will receive an annual base salary of $50,000 in cash, paid in accordance with the Company’s regular payroll practices, and restricted American Depositary Shares (“ADSs”) with an aggregate value of US$50,000, to be granted in equal quarterly installments of US$12,500, for his services as the independent director. The Offer Letter is qualified in its entirety by reference to the complete text of the Offer Letter, which is filed hereto as Exhibit 99.1. Closing of Private Placement As previously disclosed on a Current Report on Form 6-K filed by the Company with the Securities and Exchange Commission on July 29, 2025, the Company entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) on July 25, 2025. Pursuant to the SPA, the Company agreed to sell up to an aggregate of 7,874,015 units (the “Units”) at a price of $0.254 per Unit (“Purchase Price”) to the Purchasers. Each Unit consists of one Class A ordinary share of the Company, par value $0.001 per share (the “Share”), as adjusted to reflect the 1-for-50 share subdivision approved at the Company’s extraordinary general meeting held on August 25, 2025 (the “Subdivision”), and one warrant to purchase one Share (the “Warrant”) with an initial exercise price of $0.60 per Share (the “Offering”), as adjusted to reflect the Subdivision. The closing of the Offering and issuance of the Shares and the Warrants occurred on September 22, 2025 when all the closing conditions of the SPA have been satisfied. The Company issued 393,700,750 post-Subdivision Class A ordinary shares, par value $0.00002 per share, and warrants to the Purchasers to purchase up to 393,700,750 post-Subdivision Class A ordinary shares, par value $0.00002 per share, in exchange for gross proceeds of $2 million, before the deduction of customary expenses. 1 The Shar

View Full Filing

View this 6-K filing on SEC EDGAR