VSee Health Announces Up to $5M Equity Purchase Agreement with Clearthink

What Happened
VSee Health, Inc. announced on September 2, 2026 that it entered a Strata Purchase Agreement with Clearthink Capital Partners, LLC under which Clearthink committed to purchase up to $5.0 million of VSee common stock at the company’s direction, subject to conditions. The commitment is available for approximately 36 months after a resale registration statement the company will file is declared effective. As consideration for Clearthink’s commitment, VSee issued 40,000 shares of common stock to Clearthink upon signing; those shares were deemed earned at execution.

Key Details

• Commitment amount: up to $5.0 million of common stock purchases by Clearthink.
• Timing: purchases may occur over ~36 months after the company’s resale Registration Statement is declared effective.
• Purchase mechanics: company may request purchases (Request Notices) up to the lesser of $1,000,000 or 300% of the 8‑day average daily trading volume per request; purchase price = 85% of the lowest daily closing price during the 10 trading days before the purchase date.
• Limits and protections: Clearthink has no right to require purchases; it can decline if a material price decline makes the purchase negatively valued; aggregated beneficial ownership from purchases is capped at 9.99%.
• Fee and securities: VSee issued 40,000 shares to Clearthink as a commitment fee (disclosed as an unregistered sale).

Why It Matters
This agreement gives VSee a potential source of equity financing that the company can access over time, which it says would be used for working capital and general corporate purposes. The actual amount VSee will receive is uncertain and depends on market conditions, stock price, and the company’s decisions to draw on the commitment. Investors should note the share issuance fee and the potential dilution from future sales under the agreement, as well as the ownership cap that limits Clearthink’s stake to under 10%.