UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On October 21, 2025, VSee Health, Inc. (the “Company”), entered into an Amendment No. 1 (the “Amendment”) to the senior secured convertible promissory note, issued on September 30, 2024 (the “Note”) in the original principal amount of $2,222,222 (the “Note”), with the accredited and institutional investor (the “Holder”). The Note was previously issued by the Company to the Holder pursuant to the securities purchase agreement, dated September 30, 2024, as amended on March 20, 2025, by and among the Company and the Holder.
The Amendment revises the definition of “Conversion Price” as set forth in the Note to be equal to $0.75.
Except as specifically set forth in the Amendment, all other terms, covenants, and conditions of the Note remain in full force and effect. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 10.1 | Amendment No. 1 to the Senior Secured Convertible Promissory Note, dated October 21, 2025, by and between VSee Health, Inc. and the investor therein | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 21, 2025 | VSEE HEALTH, INC. | |
| By: | /s/ Imoigele Aisiku | |
| Name: | Imoigele Aisiku | |
| Title: | Co-Chief Executive Officer | |
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