VSEE HEALTH, INC. Enters Material Definitive Agreement

TL;DR

VSEE HEALTH just signed a big deal, creating new financial obligations.

AI Summary

On October 9, 2025, VSEE HEALTH, INC. entered into a material definitive agreement. This agreement also created a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates VSEE HEALTH, INC. has entered into a significant agreement that likely impacts its financial obligations and operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.

Key Players & Entities

• VSEE HEALTH, INC. (company) — Registrant
• October 9, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-41015 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.0001 — e 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
• $133,333.33 — te in the aggregate principal amount of $133,333.33 (the "Note") for a purchase price of $1
• $120,000 — 33 (the "Note") for a purchase price of $120,000. The Note bears interest at the rate of

Filing Documents

• vsee8k100825.htm (8-K) — 33KB
• vseeex4-1.htm (EX-4.1) — 90KB
• vseeex10-1.htm (EX-10.1) — 38KB
• vseeex10-2.htm (EX-10.2) — 314KB
• ex10-1_001.jpg (GRAPHIC) — 5KB
• ex10-1_002.jpg (GRAPHIC) — 2KB
• ex10-2_001.jpg (GRAPHIC) — 5KB
• ex10-2_002.jpg (GRAPHIC) — 2KB
• 0001185185-25-001417.txt ( ) — 817KB
• vsee-20251009.xsd (EX-101.SCH) — 4KB
• vsee-20251009_def.xml (EX-101.DEF) — 26KB
• vsee-20251009_lab.xml (EX-101.LAB) — 36KB
• vsee-20251009_pre.xml (EX-101.PRE) — 25KB
• vsee8k100825_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On October 9, 2025, VSee Health, Inc. (the "Company") entered into a note purchase agreement (the "Note Purchase Agreement") with an accredited institutional investor (the "Investor") pursuant to which the Company issued to the Investor a secured note in the aggregate principal amount of $133,333.33 (the "Note") for a purchase price of $120,000. The Note bears interest at the rate of 5% per annum and matures on May 8, 2026. The Note is not convertible, and provides for certain events of default that are typical for a transaction of this type, including, among other things, any breach of the representations or warranties made by the Company or its subsidiaries. In connection with any event of default that results in the acceleration of payment of the Note, the interest rate on the Note shall accrue at a rate equal to the lesser of 24% per annum or the maximum rate permitted under applicable law. For as long as the Note remains outstanding, the Note Purchase Agreement: (1) prohibits the Company from entering into an variable rate transaction, (2) requires that the Company provide the Investor with any more favorable terms granted to any future purchaser or holder of the Company's debt or securities and (3) prohibits any exchange transaction involving the Company's debt or securities. Additionally, on October 9, 2025, the Company entered into an amendment agreement (the "Amendment Agreement") with an accredited investor whereby the terms of the Security Agreements (as defined in the Note Purchase Agreement) including: (1) the Amended and Restated Security Agreement, dated as of June 24, 2024 by the Company, VSee Lab and iDoc entered in favor of Dominion Capital LLC, a Connecticut limited liability company and (2) the Security Agreement dated as of September 30, 2025 by the Company, Vsee Lab and iDoc and the Guaranties (as defined in the Note Purchase Agreement) including: (1) the Amended and Restated Guaranty date

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 1

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Description 4.1 Form of Note, dated October 9, 2025 10.1 Amendment No.1 to Security Agreements and Guaranties, dated as of October 9, 2025, by and between the Company and the Investor 10.2 Note Purchase Agreement, dated as of October 9, 2025, by and between the Company and the Investor 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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: October 9, 2025 VSEE HEALTH, INC. By: /s/ Imoigele Aisiku Name: Imoigele Aisiku Title: Co-Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR