VSEE HEALTH, INC. Files 8-K: Material Agreement & Equity Sales

TL;DR

VSEE HEALTH, INC. signed a big deal and sold some stock, filing it all on Nov 17.

AI Summary

On November 13, 2025, VSEE HEALTH, INC. (formerly DIGITAL HEALTH ACQUISITION CORP.) entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on November 17, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks that require careful investor scrutiny.

Key Players & Entities

• VSEE HEALTH, INC. (company) — Registrant
• DIGITAL HEALTH ACQUISITION CORP. (company) — Former company name
• November 13, 2025 (date) — Date of earliest event reported
• November 17, 2025 (date) — Filing date

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
• $55,555.56 — ncluding the original issue discount of $55,555.56) of $555,555.56 and with a current bala
• $555,555.56 — iginal issue discount of $55,555.56) of $555,555.56 and with a current balance of $611,878.
• $611,878 — 55,555.56 and with a current balance of $611,878.22, for 941,352 shares of the Company's
• $25,000,000 — 3, 2025 the Company also entered into a $25,000,000 Equity Line of Credit arrangement (" EL
• $1.00 — ase price per share would be lower than $1.00 in which case the pricing percentage wi
• $500,000 — Price will not exceed the lower of (a) $500,000 and (b) 95% of the average Daily Traded
• $5,000,000 — at such Expanded Closing not to exceed $5,000,000. Pursuant to the DSPA, the Company may

Filing Documents

• vsee8k111425.htm (8-K) — 34KB
• vseeex10-1.htm (EX-10.1) — 218KB
• vseeex10-2.htm (EX-10.2) — 333KB
• ex10-2_001.jpg (GRAPHIC) — 13KB
• ex10-2_002.jpg (GRAPHIC) — 5KB
• 0001185185-25-001763.txt ( ) — 953KB
• vsee-20251113.xsd (EX-101.SCH) — 4KB
• vsee-20251113_def.xml (EX-101.DEF) — 26KB
• vsee-20251113_lab.xml (EX-101.LAB) — 36KB
• vsee-20251113_pre.xml (EX-101.PRE) — 25KB
• vsee8k111425_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On November 13, 2025, VSee Health, Inc. (the " Company "), entered into an exchange agreement (the " Agreement ") with an accredited institutional investor (the " Holder "), whereby the Holder agreed to exchange a certain promissory note, in the principal amount (including the original issue discount of $55,555.56) of $555,555.56 and with a current balance of $611,878.22, for 941,352 shares of the Company's common stock, par value $0.0001 per share. Such shares of common stock are being issued in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the " Securities Act "). In addition, on November 13, 2025 the Company also entered into a $25,000,000 Equity Line of Credit arrangement (" ELOC ") pursuant to a directed stock purchase agreement (the " DSPA ") with an accredited institutional investor (the " Investor "). The ELOC has a 36-month term, terminable by Company at any time. The Regular Purchase Price (as defined in the DSPA) will equal 96% (unless the purchase price per share would be lower than $1.00 in which case the pricing percentage will be 94%) of the lowest VWAP of the Common Stock in the ten (10) trading days immediately prior to the Closing Date, however, the Regular Purchase Price will not exceed the lower of (a) $500,000 and (b) 95% of the average Daily Traded Value of the Common Stock on the ten trading days immediately preceding such Closing Date. The Expanded Purchase Price (as defined in the DSPA) will equal to the lower of (x) the average of the daily VWAP on the trading day immediately preceding such Expanded Closing Date and the daily VWAP on such Expanded Closing Date (as defined in the DSPA) and (y) the Pricing Percentage (as defined in the DSPA) of the lowest VWAP for all trading days in the period beginning immediately following such Expanded Closing Date and ending on the earlier of (x) ten (10) trading days after and (y) the date when the Purchaser shall have ente

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in "Item 1.01 Entry into a Material Definitive Agreement" relating to the DSPA and Exchange Agreement are incorporated by reference herein in their entirety. The Company intends to issue shares of its Common Stock in connection with the Exchange Agreement pursuant to the exemption from the registration requirements of the Securities Act, available under Section 3(a)(9) and/or Regulation D promulgated thereunder. The Company intends to issue shares of its Common Stock in connection with the DSPA pursuant to the exemption from the registration requirements of the Securities Act, available under Section 4(a)(2) and/or Regulation D promulgated thereunder. The Holder and Investor are "accredited investors" as such term is defined in Regulation D promulgated under the Securities Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Description 10.1 Exchange Agreement, dated November 13, 2025, by and between VSee Health, Inc. and the investor therein. 10.2 Directed Stock Purchase Agreement, dated November 13, 2025, by and between VSee Health, Inc. and the investor therein. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 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: November 17, 2025 VSEE HEALTH, INC. By: /s/ Imoigele Aisiku Name: Imoigele Aisiku Title: Co-Chief Executive Officer 2

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View this 8-K filing on SEC EDGAR