VSEE HEALTH, INC. 8-K

What Happened
VSee Health, Inc. announced on June 11, 2026 (Effective Date June 2, 2026) that it entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD. Under the SEPA the company may, subject to conditions and registration, require the investor to purchase up to $10.0 million of common stock through June 2, 2029. The company also issued 532,481 shares to the investor as a commitment fee and agreed to pay a $25,000 structuring fee from the proceeds of the first advance.

Key Details

• Commitment amount: up to $10,000,000 available through June 2, 2029 (unless earlier terminated).
• Pricing: shares sold under an advance priced at 97% of the lowest daily VWAP during a three‑day pricing period (with certain excluded days).
• Fees/issuance: $25,000 structuring fee (from first advance) and 532,481 commitment shares issued to the investor.
• Limits: company cannot issue more than 9,715,140 shares to the investor under Nasdaq rules (≈19.99% of outstanding pre‑deal shares) without shareholder approval; investor (and affiliates) may not beneficially own more than 4.99% of outstanding shares.
• Condition: the company must file (and the SEC registration statement must be effective) for resale of the commitment shares and future shares before requesting any advances.

Why It Matters
This SEPA gives VSee an on‑demand equity financing option—up to $10M—without issuing debt, which can provide near‑term capital flexibility. However, using the facility will dilute existing shareholders because new shares are issued for cash (and a portion was issued immediately as a commitment fee). The pricing formula (97% of a recent VWAP low) can result in sales at a discount to market at the time of each advance. Nasdaq limits and the 4.99% ownership cap restrict large single‑investor concentration, and advances cannot occur until the company’s resale registration is effective, which affects timing and liquidity of any future issuances.