VSee Health, Inc. Announces Additional Convertible Note Financing

What Happened VSee Health, Inc. announced it issued an additional unsecured convertible promissory note to an institutional investor ("Vanquish") on September 24, 2026 under a previously disclosed securities purchase agreement dated June 18, 2026. The Additional Vanquish Note has an aggregate principal amount of $180,550 (which includes an original issue discount of $23,550), carries a one‑time 12% interest charge applied at issuance, and is due July 30, 2027. The underlying Vanquish SPA permits further financings up to $2,050,000 within 12 months of the SPA date.

Key Details

• Additional note principal: $180,550 (including $23,550 original issue discount).
• One‑time interest charge: 12% applied to the principal on the issuance date.
• Maturity: July 30, 2027; may be prepaid in whole or in part without penalty.
• Conversion rights: Vanquish may convert the note into common stock only upon an Event of Default; conversion price = 65% of the lowest closing bid over the 10 trading days prior to a conversion notice.
• Conversion cap: Conversion cannot result in Vanquish (and affiliates) owning more than 4.99% of outstanding common stock.
• Original SPA context: initial convertible note issued June 18, 2026 for $295,550 (including $38,550 OID); SPA allows up to $2,050,000 in additional tranches within 12 months.
• Full agreements are filed as Exhibits 10.1 and 10.2 to the 8‑K.

Why It Matters This filing increases VSee’s near‑term debt obligations and provides additional financing flexibility through the Vanquish facility. The note’s short maturity (July 2027) and the 12% one‑time interest charge affect near‑term cash needs and effective borrowing cost. Conversion is limited and can occur only on an Event of Default, reducing immediate dilution risk, and a 4.99% ownership cap further limits potential dilution from conversion. Investors should note both the added liquidity potential from the SPA (up to $2.05M) and the company’s obligation to repay or refinance these short‑term notes.