Digital Health Acquisition Corp. amends business combination with VSee and iDoc, secures $3M note and $50M equity line

VSEE HEALTH, INC.

Third Amended and Restated Business Combination Agreement signed Nov 21, 2023, replacing prior agreement between DHAC, VSee, and iDoc.
Additional bridge financing: $166,667 in convertible notes (10% OID, 8% interest, convertible at $10/share) and Exchange Note of $2,523,744.29.
Quantum Financing: $3,000,000 convertible note (7% OID, 12% interest, conversion price $10 or 85% of VWAP, floor $2).
Equity Purchase Agreement: up to $50,000,000 of common stock over 36 months; $500,000 commitment fee note convertible at $10/share.
Debt conversion transactions: certain DHAC, VSee, and iDoc indebtedness converted into Series A Preferred Stock at closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VSEE HEALTH, INC. amended Third Amended and Restated Transaction Support Agreement with Digital Health Acquisition Corp., Milton Chen, Dr. Imoigele Aisiku, and certain other stockholders of VSee and iDoc (effective 2023-11-21).

Action: amendment
Counterparty: Digital Health Acquisition Corp., Milton Chen, Dr. Imoigele Aisiku, and certain other stockholders of VSee and iDoc
Effective: 2023-11-21

Exact text from the filing

entered into a Third Amended and Restated Transaction Support Agreement, dated as of November 21, 2023 (the “Transaction Support Agreement”) which amended and restated the Second Amended and Restated Transaction Support Agreement executed on October 6, 2022

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

VSEE HEALTH, INC. amended Second Amendment to Leak-Out Agreement with DHAC.

Action: amendment
Counterparty: DHAC

Exact text from the filing

DHAC executed a second amendment to leak-out agreement (the “Second Amendment to Leak-Out Agreement”), pursuant to which the signing stockholder agreed to fulfil its obligations under the Leak-Out Agreement dated August 9, 2022

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VSEE HEALTH, INC. entered into Third Amended and Restated Business Combination Agreement with Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., iDoc Virtual Telehealth Solutions, Inc. (effective 2023-11-21).

Action: entry
Agreement: merger
Counterparty: Digital Health Acquisition Corp., DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., iDoc Virtual Telehealth Solutions, Inc.
Effective: 2023-11-21

Exact text from the filing

On November 21, 2023, the parties to the Business Combination Agreement entered into the Third Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), pursuant to which the Second A &R Business Combination Agreement was amended and restated

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VSEE HEALTH, INC. amended Bridge Letter Agreement with an institutional investor valued at aggregate principal amount of $166,667 (with a subscription amount of $150,000).

Action: amendment
Counterparty: an institutional investor
Value: aggregate principal amount of $166,667 (with a subscription amount of $150,000)

Exact text from the filing

DHAC entered into a letter agreement to the Bridge SPA (the “Bridge Letter Agreement”), pursuant to which the Bridge Investor agreed to purchase additional 10% original issue discount convertible promissory notes in the aggregate principal amount of $166,667

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38 material agreements filed in the last 30 days. Browse all material agreements →

VSEE HEALTH, INC. filing history →

Source: SEC EDGAR

accession 0001104659-23-120488

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