Vsee Health, Inc. 8-K Filing

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
• $6 m — "), for gross proceeds of approximately $6 million, before deducting the placement a
• $0.61 — rrant) and the accompanying Warrants is $0.61. The Warrants will be exercisable imme
• $50,000 — able expenses, including legal fees, of $50,000 in the aggregate, and non-accountable e
• $10,000 — regate, and non-accountable expenses of $10,000. In connection with the Closing, each

Filing Documents

• vsee8k112625.htm (8-K) — 38KB
• vseeex4-1.htm (EX-4.1) — 107KB
• vseeex4-2.htm (EX-4.2) — 107KB
• vseeex10-1.htm (EX-10.1) — 228KB
• vseeex10-2.htm (EX-10.2) — 47KB
• 0001185185-25-001870.txt ( ) — 861KB
• vsee-20251125.xsd (EX-101.SCH) — 4KB
• vsee-20251125_def.xml (EX-101.DEF) — 26KB
• vsee-20251125_lab.xml (EX-101.LAB) — 36KB
• vsee-20251125_pre.xml (EX-101.PRE) — 25KB
• vsee8k112625_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On November 25, 2025, VSee Health, Inc. (the "Company") and a single institutional and accredited investor (the "Purchaser") entered into a securities purchase agreement (the "Purchase Agreement"), pursuant to which the Company agreed to sell to the Purchaser an aggregate of 9,836,065 shares (the "Shares") of common stock, par value $0.0001 per share, of the Company (the "Common Stock"), or pre-funded warrants exercisable for $0.0001 per share in lieu thereof ("Pre-Funded Warrants"), and accompanying common warrants to purchase up to 19,672,130 shares of Common Stock (the "Warrants") in a private placement (the "Offering"), for gross proceeds of approximately $6 million, before deducting the placement agent's fees and other estimated offering expenses. The purchase price per Share (or Pre-Funded Warrant) and the accompanying Warrants is $0.61. The Warrants will be exercisable immediately following receipt of stockholder approval for the issuance of the Warrants and the shares of Common Stock underlying the Warrants (the "Warrant Shares," and such approval, "Stockholder Approval") and have an exercise price of $0.61 per share, subject to adjustment for customary events such as stock splits and fundamental transactions. The Warrants will expire five years from their initial exercise date. At any time following the initial exercise date of the Warrants, the Warrants can be exercised on a cashless basis if there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Company has agreed to file a registration statement (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with the Securities and Exchange Commission (the "SEC") covering the resale of the Shares, the shares of Common Stock underling the Pre-Funded Warrants (the "Pre-Funded Warrant Shares), and the Warrant Shares within 20 calendar d

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information contained above in Item 1.01 related to the Offering, the issuance of the Shares, the issuance of the Pre-Funded Warrants, the issuance of the Warrants, and the issuance of the Pre-Funded Warrant Shares and the Warrant Shares is hereby incorporated by reference into this Item 3.02. The Company will issue the Shares, the Pre-Funded Warrants, the Warrants, the Pre-Funded Warrant Shares and the Warrant Shares in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Regulation D promulgated thereunder. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing such shares contain a legend stating the same.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Warrant 10.1 Form of Securities Purchase Agreement, dated as of November 25, 2025, by and between the Company and the Purchasers signatory thereto. 10.2 Placement Agent Agreement, dated as of November 25, 2025, by and between the Company and the Placement Agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. 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: November 26, 2025 VSEE HEALTH, INC. By: /s/ Milton Chen Name: Milton Chen Title: Co-Chief Executive Officer 3

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