8-K
filed November 26, 2025, 6:59 PM ET
ticker VSEE
CIK 0001864531
other material
confidence high
sentiment neutral
materiality 0.60
VSee Health raises ~$6M in private placement of common shares and warrants
VSEE HEALTH, INC.
- Gross proceeds of ~$6M from sale of 9.8M shares (or pre-funded warrants) and 19.7M common warrants at $0.61/unit.
- Common warrants exercisable at $0.61/share, expire 5 years from exercise date, subject to stockholder approval.
- Net proceeds for working capital and general corporate purposes; closing expected ~Dec 1, 2025.
- Placement agent A.G.P./Alliance Global Partners receives 7% cash fee; company restricted from equity issuances for 90 days.
- Officers and directors enter 90-day lock-up agreements from closing.
Key facts
Extracted from this filing and checked against the source text.
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
VSEE HEALTH, INC. issued up to 19,672,130 shares of Common Stock of warrant to a single institutional and accredited investor for exercise price of $0.61 per share.
- Security
- warrant
- Shares
- up to 19,672,130 shares of Common Stock
- Purchaser
- a single institutional and accredited investor
- Consideration
- exercise price of $0.61 per share
Exact text from the filing
million, before deducting the placement agent’s fees and other estimated offering expenses. The purchase price per Share (or Pre-Funded Warrant) and the accompanying Warrants is $0.61. The Warrants will be exercisable immediately following receipt of stockholder approval for the issuance of the Warrants and the shares of Common Stock underlying the Warrants
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
VSEE HEALTH, INC. issued warrant to a single institutional and accredited investor for $0.0001 per share.
- Security
- warrant
- Purchaser
- a single institutional and accredited investor
- Consideration
- $0.0001 per share
Exact text from the filing
pre-funded warrants exercisable for $0.0001 per share in lieu thereof (“Pre-Funded Warrants”)
View on SEC.gov
Equity Issuances
SEC 8-K Item 3.02/3.03
confidence 0.9
VSEE HEALTH, INC. issued 9,836,065 shares of common stock to a single institutional and accredited investor for purchase price per Share ... is $0.61.
- Security
- common stock
- Shares
- 9,836,065 shares
- Purchaser
- a single institutional and accredited investor
- Consideration
- purchase price per Share ... is $0.61
Exact text from the filing
million, before deducting the placement agent’s fees and other estimated offering expenses. The purchase price per Share (or Pre-Funded Warrant) and the accompanying Warrants is $0.61. The Warrants will be exercisable immediately following receipt of stockholder approval for the issuance of the Warrants and the shares of Common Stock underlying the Warrants
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
VSEE HEALTH, INC. entered into Purchase Agreement with a single institutional and accredited investor (the “Purchaser”) valued at approximately $6 million (effective 2025-11-25).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- a single institutional and accredited investor (the “Purchaser”)
- Value
- approximately $6 million
- Effective
- 2025-11-25
Exact text from the filing
On November 25, 2025, VSee Health, Inc. (the “Company”) and a single institutional and accredited investor (the “Purchaser”) entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to the Purchaser an aggregate of 9,836,065 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), or pre-funded warrants exercisable for $0.0001 per share in lieu thereof (“Pre-Funded Warrants”), and accompanying common warrants to purchase up to 19,672,130 shares of Common Stock (the “Warrants”) in a private placement (the “Offering”), for gross proceeds of approximately $6 million, before deducting the placement agent’s fees and other estimated offering expenses.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
VSEE HEALTH, INC. entered into Placement Agent Agreement with A.G.P./Alliance Global Partners (the “Placement Agent”) (effective 2025-11-25).
- Action
- entry
- Agreement
- underwriting
- Counterparty
- A.G.P./Alliance Global Partners (the “Placement Agent”)
- Effective
- 2025-11-25
Exact text from the filing
Pursuant to a placement agent agreement (the “Placement Agent Agreement”) between the Placement Agent and the Company, dated November 25, 2025, the Company agreed to pay the Placement Agent a cash fee equal to 7% of the aggregate gross proceeds raised in the Offering, and to reimburse the Placement Agent for certain reasonable, documented, and accountable expenses, including legal fees, of $50,000 in the aggregate, and non-accountable expenses of $10,000.
View on SEC.gov
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