VSEE HEALTH, INC. Files 8-K for Material Agreement

TL;DR

VSEE HEALTH files 8-K for material agreement & equity sales.

AI Summary

On September 30, 2024, VSEE HEALTH, INC. entered into a material definitive agreement related to unregistered sales of equity securities. The filing also includes financial statements and exhibits, indicating ongoing business operations and reporting requirements.

Why It Matters

This 8-K filing signals a significant transaction or event for VSEE HEALTH, INC., potentially impacting its financial structure and future operations.

Risk Assessment

Risk Level: medium — Filings related to material definitive agreements and unregistered equity sales can indicate significant corporate actions that may carry inherent risks.

Key Players & Entities

• VSEE HEALTH, INC. (company) — Registrant
• September 30, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-41015 (company_id) — Commission File Number
• 86-2970927 (tax_id) — I.R.S. Employer Identification No.
• 980 N Federal Hwy #304 (address) — Business and Mail Address
• Boca Raton (city) — Business and Mail City

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
• $2,222,222.22 — aggregate original principal amount of $2,222,222.22 (the "Note"), and also issue to the Inv
• $2.25 — Common Stock"), at an exercise price of $2.25 per share (the "Warrants"), and (ii) 10

Filing Documents

• tm2425260d1_8k.htm (8-K) — 40KB
• tm2425260d1_ex10-1.htm (EX-10.1) — 393KB
• tm2425260d1_ex10-2.htm (EX-10.2) — 203KB
• tm2425260d1_ex10-3.htm (EX-10.3) — 84KB
• tm2425260d1_ex10-4.htm (EX-10.4) — 133KB
• tm2425260d1_ex10-5.htm (EX-10.5) — 235KB
• tm2425260d1_ex10-6.htm (EX-10.6) — 52KB
• tm2425260d1_ex10-7.htm (EX-10.7) — 37KB
• 0001104659-24-104479.txt ( ) — 1651KB
• vsee-20240930.xsd (EX-101.SCH) — 3KB
• vsee-20240930_def.xml (EX-101.DEF) — 26KB
• vsee-20240930_lab.xml (EX-101.LAB) — 36KB
• vsee-20240930_pre.xml (EX-101.PRE) — 25KB
• tm2425260d1_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement In a private placement transaction, on September 30, 2024, VSee Health, Inc. (the "Company") entered into a securities purchase agreement (the "SPA") with an institutional investor (the "Investor"). Pursuant to the SPA, the Company agreed to issue the Investor senior secured convertible notes in the aggregate original principal amount of $2,222,222.22 (the "Note"), and also issue to the Investor (i) warrants with an exercise period of five years to purchase up to 740,741 shares of Company common stock, par value $0.0001 per share ("Common Stock"), at an exercise price of $2.25 per share (the "Warrants"), and (ii) 100,000 shares of Company common stock as "commitment shares" to the Investor. The Company is the issuer of the Note, and its respective subsidiaries will guaranty the obligations under the Note pursuant to a Guaranty, dated September 30, 2024 (the "Guaranty"). The Note will be fully secured by collateral of the Company and its subsidiaries. The security interest in favor of the Investor, as collateral agent, will cover substantially all assets of the Company including, without limitation, the intellectual property, trademark, and patent rights of the Company. The parties entered into a Security Agreement (the "Security Agreement") and certain intellectual property security agreements granting such security interest in favor of the Investor. Form of Note. In connection with the SPA, the Company issued to the Investor the Note on September 30, 2024, which bears an interest rate of 10% per annum and is due and payable on March 30, 2026. The Note may not be converted by the Investor into shares of common stock if such conversion would result in the Investor and its affiliates owning in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of all shares issuable upon conversion of the Note. The Note provides for certain events of default t

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Description 10.1 Form of Securities Purchase Agreement, dated as of September 30, 2024, by and among the Company and the Investor 10.2 Form of Note, dated September 30, 2024 10.3 Form of Warrant, dated September 30, 2024 10.4 Form of Registration Rights Agreement dated as of September 30, 2024 by and among the Company and the Investor 10.5 Form of Security Agreement, dated September 30, 2024 10.6 Form of Guaranty, dated September 30, 2024 10.7 Form of Lock-Up Agreement, dated September 30, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: September 30, 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