UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 11, 2026 (
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Item 1.01 Entry into a Material Definitive Agreement.
Note Financing
On June 8, 2026, VSee Health, Inc., a Delaware corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with an institutional investor (the “Holder”). Pursuant to the SPA, the Company issued the holder an 8% original issue discount secured promissory note in favor of the Holder, in the aggregate principal amount of $271,739.13 (including the original issue discount of $21,739.13) (the “Promissory Note”). The Promissory Note bears an interest rate of 18% per annum and is due and payable on December 8, 2026. At any time after the issuance date of the Promissory Note (provided that no Event of Default (as defined in the Promissory Note) has occurred), the Company has a right to prepay any portion of the outstanding balance of the Promissory Note by paying the Holder a sum of money equal to 100% of the portion being redeemed, together with a prepayment fee equal to ten percent (10%) of the amount being prepaid. Moreover, upon receipt by the Company of the proceeds from an equity line of credit financing arrangement with the Holder, the Company is required to repay the entire outstanding balance of the Promissory Note within two (2) business days of receipt of such proceeds. The Promissory Note is secured by certain assets of the Company pursuant to a Security Agreement by and among the Holder and the Secured Parties (as defined therein), which was executed simultaneously with the Promissory Note.
The foregoing descriptions of the SPA and Promissory Note do not purport to be complete and are qualified in their entirety by reference to the SPA and Promissory Note, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.
The Promissory Note to be issued in the connection with the Purchase Agreement will be issued in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the shares of Common Stock or any other securities of the Company.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Securities Purchase Agreement, dated as of June 8, 2026, by and between VSee Health Inc. and ADI Funding LLC. | |
| 10.2 | Secured Promissory Note, dated as of June 8, 2026. | |
| 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: June 11, 2026 | VSEE HEALTH, INC. | |
| By: | /s/ Imoigele Aisiku | |
| Name: | Imoigele Aisiku | |
| Title: | Chief Executive Officer | |
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