{"filing":{"accession_number":"0001185185-26-002467","cik":"0001864531","ticker":"VSEEW","company_name":"VSEE HEALTH, INC.","form":"8-K","filing_date":"2026-06-11","report_date":null,"primary_document":"vsee8k061026.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1864531/000118518526002467/vsee8k061026.htm"},"events":[{"id":5328,"run_id":4666,"accession_number":"0001185185-26-002467","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"VSee Health entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD. on June 2, 2026, granting the investor the right to purchase up to $10 million of common stock over three years at 97% of the lowest daily VWAP, with an Exchange Cap of approximately 19.99% of outstanding shares and immediate issuance of 532,481 commitment shares. The unregistered private placement relies on Section 4(a)(2) exemption and materially dilutes existing shareholders.","company_name":"VSEE HEALTH, INC.","ticker":"VSEEW","filing_date":"2026-06-11","form":"8-K","submitted_at":null,"items":[{"id":6276,"accession_number":"0001185185-26-002467","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"VSee Health entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD. on June 2, 2026, granting the Investor the right to purchase up to $10 million of common stock over three years at 97% of the lowest daily VWAP during a pricing period. The agreement includes an Exchange Cap of approximately 19.99% of outstanding shares (9,715,140 shares) and a 4.99% beneficial ownership limit, with the Company issuing 532,481 commitment shares upfront. This is a classic standby equity facility—a dilutive private placement mechanism that allows the Company to raise capital on demand by issuing shares at a discount, materially diluting existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T20:12:35.732349+00:00","company_name":"","ticker":null,"filing_date":""},{"id":6277,"accession_number":"0001185185-26-002467","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The disclosure explicitly describes an unregistered sale of Common Stock pursuant to a SEPA (Subscription Equity Purchase Agreement) relying on Section 4(a)(2) exemption. The filing references issuance of shares including \"Commitment Shares\" to an investor, which is a classic private placement structure. For a small-cap company like VSEE Health, unregistered equity issuances are material dilutive events that affect shareholder ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T20:12:35.732349+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":6276,"accession_number":"0001185185-26-002467","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"VSee Health entered into a Standby Equity Purchase Agreement (SEPA) with YA II PN, LTD. on June 2, 2026, granting the Investor the right to purchase up to $10 million of common stock over three years at 97% of the lowest daily VWAP during a pricing period. The agreement includes an Exchange Cap of approximately 19.99% of outstanding shares (9,715,140 shares) and a 4.99% beneficial ownership limit, with the Company issuing 532,481 commitment shares upfront. This is a classic standby equity facility—a dilutive private placement mechanism that allows the Company to raise capital on demand by issuing shares at a discount, materially diluting existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T20:12:35.732349+00:00","company_name":"VSEE HEALTH, INC.","ticker":"VSEEW","filing_date":"2026-06-11"},{"id":6277,"accession_number":"0001185185-26-002467","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The disclosure explicitly describes an unregistered sale of Common Stock pursuant to a SEPA (Subscription Equity Purchase Agreement) relying on Section 4(a)(2) exemption. The filing references issuance of shares including \"Commitment Shares\" to an investor, which is a classic private placement structure. For a small-cap company like VSEE Health, unregistered equity issuances are material dilutive events that affect shareholder ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-11T20:12:35.732349+00:00","company_name":"VSEE HEALTH, INC.","ticker":"VSEEW","filing_date":"2026-06-11"}]}