VSEE HEALTH, INC. Files 8-K: Material Agreement & Ethics Update

TL;DR

VSEE HEALTH entered a material agreement, updated ethics code, and filed financials on July 2nd.

AI Summary

On July 2, 2024, VSEE HEALTH, INC. entered into a material definitive agreement. The company also reported amendments to its Code of Ethics and filed financial statements and exhibits. VSEE HEALTH, INC. was formerly known as DIGITAL HEALTH ACQUISITION CORP. until May 26, 2021.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and updates to ethical standards, which could impact the company's operations and investor relations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and amendments to the code of ethics, suggesting significant corporate actions that warrant attention.

Key Players & Entities

• VSEE HEALTH, INC. (company) — Registrant
• July 2, 2024 (date) — Date of earliest event reported
• DIGITAL HEALTH ACQUISITION CORP. (company) — Former company name
• May 26, 2021 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — on which registered Common Stock, $0.0001 par value per share VSEE The Nasdaq
• $11.50 — (1) share of common stock at a price of $11.50 per whole share VSEEW The Nasdaq St
• $3,000,000 — ") in the aggregate principal amount of $3,000,000. The Quantum Note was issued on June 25
• $500,000 — unsecured note in a principal amount of $500,000 that is payable only in shares of the C
• $10 — y's Common Stock at an initial price of $10 per share (the "Equity Purchase Commitm

Filing Documents

• tm2419101d1_8k.htm (8-K) — 35KB
• tm2419101d1_ex10-1.htm (EX-10.1) — 15KB
• tm2419101d1_ex10-2.htm (EX-10.2) — 159KB
• tm2419101d1_ex14-1.htm (EX-14.1) — 36KB
• 0001104659-24-078566.txt ( ) — 520KB
• vsee-20240702.xsd (EX-101.SCH) — 3KB
• vsee-20240702_def.xml (EX-101.DEF) — 28KB
• vsee-20240702_lab.xml (EX-101.LAB) — 37KB
• vsee-20240702_pre.xml (EX-101.PRE) — 26KB
• tm2419101d1_8k_htm.xml (XML) — 7KB

01. Entry into Material Definitive Agreement

Item 1.01. Entry into Material Definitive Agreement. As previously disclosed in VSee Health's (f/k/a Digital Health Acquisition Corp. ("DHAC")) (the "Company") Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on November 22, 2023 and June 28, 2024, in connection with the closing of the business combination and pursuant to the convertible note purchase agreement (the "Quantum Purchase Agreement") entered by and between DHAC and an institutional and accredited investor (the "Quantum Investor") on November 21, 2023, the Company agreed to issue and sell to the Quantum Investor a 7% original issue discount convertible promissory note (the "Quantum Note") in the aggregate principal amount of $3,000,000. The Quantum Note was issued on June 25, 2024. On July 3, 2024, the Company and the Quantum Investor entered into an amendment to the Quantum Note ("Amended Note") to change the maturity date from June 25, 2025 to June 30, 2026, and to provide that eighteen months of interest will be guaranteed regardless of early pay or redemption. As previously disclosed in the Company's Current Report on Form 8-K filed with the SEC on November 22, 2023, DHAC entered into an equity purchase agreement (the "Equity Purchase Agreement") with an institutional and accredited investor on November 21, 2023. Pursuant to the Equity Purchase Agreement, DHAC agreed to issue to the investor, as a commitment fee for this equity purchase transaction, a senior unsecured note in a principal amount of $500,000 that is payable only in shares of the Company's Common Stock at an initial price of $10 per share (the "Equity Purchase Commitment Note") after the closing of the business combination. On July 2, 2024, the Company issued the Equity Purchase Commitment Note to the investor. The foregoing descriptions of the Amended Note and the Equity Purchase Commitment Note do not purport to be complete and are qualified in their entirety by the terms and conditions of th

05 Amendments to the Registrant's

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. On July 8, 2024, the Board of Directors (the "Board") of the Company approved and adopted an updated Code of Ethics and Conduct (the "Code") to change the name of the Company from Digital Health Acquisition Corp. to VSee Health, Inc. The Code applies to all directors, officers and employees of the Company. The Code supersedes the existing Code of Ethics and Conduct adopted by the Board on November 3, 2021. The foregoing description of the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, which is filed as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (c) Exhibits. Exhibit Number Description 10.1 Amendment to Quantum Note dated as of July 3, 2024 by and between VSee Health, Inc. and the Quantum Investor 10.2 Equity Purchase Commitment Note dated July 2, 2024 by and between VSee Health, Inc. and an institutional and accredited investor 14.1 Code of Ethics and Conduct of VSee Health, Inc. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 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: July 9, 2024 VSEE HEALTH, INC. By: /s/ Imoigele Aisiku Name: Imoigele Aisiku Title: Co-Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR