{"filing":{"accession_number":"0001185185-26-002823","cik":"0001864531","ticker":"VSEEW","company_name":"VSEE HEALTH, INC.","form":"8-K","filing_date":"2026-07-07","report_date":null,"primary_document":"vsee8k070226.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1864531/000118518526002823/vsee8k070226.htm"},"events":[{"id":16433,"run_id":14686,"accession_number":"0001185185-26-002823","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.94,"summary":"VSee Health issued two convertible notes totaling approximately $575,550 in principal (ClearThink Note for $280,000 and Vanquish Note for $295,550), each convertible into common stock at discounted prices (85% and 75% of lowest closing price, respectively) with minimal beneficial ownership caps of 4.99%. This PIPE-like financing structure creates substantial dilution risk for existing shareholders.","company_name":"VSEE HEALTH, INC.","ticker":"VSEEW","filing_date":"2026-07-07","form":"8-K","submitted_at":null,"items":[{"id":14527,"accession_number":"0001185185-26-002823","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 issued two convertible notes totaling approximately $575,550 in principal ($280,000 ClearThink Note and $295,550 Vanquish Note) with conversion features that create substantial dilution risk. Both notes are convertible into common stock at discounted prices (85% and 75% of lowest closing price, respectively) with minimal beneficial ownership caps (4.99%), making this a classic dilutive equity issuance. The conversion mechanics and favorable terms to investors are hallmarks of a PIPE-like financing structure that materially dilutes existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T20:16:53.747893+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14528,"accession_number":"0001185185-26-002823","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 is the standard disclosure vehicle for creation of direct financial obligations such as debt issuance, credit facilities, or term loans. The filing incorporates Item 1.01 by reference, which typically covers material agreements or transactions. Without access to Item 1.01 details, the most probable event is debt issuance or a credit facility arrangement, which would be material to investors assessing the registrant's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T20:16:53.747893+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":14527,"accession_number":"0001185185-26-002823","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 issued two convertible notes totaling approximately $575,550 in principal ($280,000 ClearThink Note and $295,550 Vanquish Note) with conversion features that create substantial dilution risk. Both notes are convertible into common stock at discounted prices (85% and 75% of lowest closing price, respectively) with minimal beneficial ownership caps (4.99%), making this a classic dilutive equity issuance. The conversion mechanics and favorable terms to investors are hallmarks of a PIPE-like financing structure that materially dilutes existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T20:16:53.747893+00:00","company_name":"VSEE HEALTH, INC.","ticker":"VSEEW","filing_date":"2026-07-07"},{"id":14528,"accession_number":"0001185185-26-002823","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Item 2.03 is the standard disclosure vehicle for creation of direct financial obligations such as debt issuance, credit facilities, or term loans. The filing incorporates Item 1.01 by reference, which typically covers material agreements or transactions. Without access to Item 1.01 details, the most probable event is debt issuance or a credit facility arrangement, which would be material to investors assessing the registrant's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T20:16:53.747893+00:00","company_name":"VSEE HEALTH, INC.","ticker":"VSEEW","filing_date":"2026-07-07"},{"id":14529,"accession_number":"0001185185-26-002823","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities under Section 4(a)(2) and Regulation D. The filing references convertible notes (ClearThink Note and Vanquish Note) that are convertible into shares of common stock, which is a classic dilutive issuance structure. This is material to investors as it signals capital raising and future equity dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-07T20:16:53.747893+00:00","company_name":"VSEE HEALTH, INC.","ticker":"VSEEW","filing_date":"2026-07-07"}]}