VSEE HEALTH, INC. 8-K

What Happened

• VSee Health, Inc. announced on Form 8‑K that it issued two unsecured convertible notes to institutional investors in June 2026: a $280,000 note to “ClearThink” (issued June 22, 2026) and a $295,550 note to “Vanquish” (issued June 18, 2026). The aggregate principal amounts (including original issue discounts) total $575,550. The notes carry one‑time interest charges applied on issuance (10% for ClearThink; 12% for Vanquish) and have maturities in 2027 (ClearThink due June 22, 2027; Vanquish due April 15, 2027). The company reported these financings under Item 1.01 and cross‑referenced Items 2.03 (creation of a direct financial obligation) and 3.02 (unregistered sale of equity securities).

Key Details

• ClearThink Note: $280,000 aggregate (includes $30,000 original issue discount); 10% one‑time interest applied at issuance; convertible after 180 days; conversion price = 85% of the lowest closing price over the 10 trading days before conversion notice, with a $0.01 floor; conversion blocked if conversion would give ClearThink >4.99% beneficial ownership; company may prepay or accelerate with no prepayment penalty.
• Vanquish Note: $295,550 aggregate (includes $38,550 original issue discount); 12% one‑time interest applied at issuance; due April 15, 2027; conversion permitted only after both (a) 180 days from issuance and (b) occurrence of an Event of Default (as defined in the note); conversion price = 75% of the lowest closing bid (Bloomberg) over the 10 trading days before conversion notice; conversion capped at 4.99% beneficial ownership; conversion price not adjusted for reverse stock splits.
• Both notes are unsecured and include pro‑rata/most‑favored‑terms provisions allowing investors to adopt more favorable terms if the company later issues better terms to others.

Why It Matters

• These financings provide VSee with short‑term cash (combined $575,550 principal) but create debt obligations that can convert into equity, which may dilute existing shareholders if conversions occur. Conversion mechanics include substantial discounts to market price (75%–85%) and ownership caps (4.99%), limiting single‑investor control but potentially increasing share count if converted.
• Investors should note the maturity dates, issuer prepayment rights, and the Vanquish conversion trigger tied to an Event of Default (which delays conversion until that event occurs), as these terms affect timing and likelihood of conversion versus repayment. The company filed the full agreements as exhibits to the 8‑K for exact terms.