VSEE HEALTH, INC. (NASDAQ:VSEE) announced on October 20, 2025, that it entered into a note purchase agreement for a secured note valued at $133,333.33 while also terminating an existing equity purchase agreement.
The company issued the secured note to an accredited institutional investor for a purchase price of $120,000. This note carries an interest rate of 5% per annum and matures on May 20, 2026. The Note Purchase Agreement includes standard events of default, such as a breach of representations or warranties, which could accelerate payment and raise the interest rate to the lesser of 24% per annum or the maximum legal rate. The agreement also prohibits VSEE Health from entering into variable rate transactions, requires it to grant any more favorable debt terms to the investor, and prevents exchange transactions involving its debt or securities while the note is outstanding.
In connection with this financing, VSEE Health amended its existing security agreements and guaranties on October 20, 2025, to ensure the new note is fully secured by the assets of the company and its subsidiaries. These amendments included the Amended and Restated Security Agreement and Guaranty dated June 24, 2024, and the Security Agreement and Guaranty dated September 30, 2025, all in favor of Dominion Capital LLC.
Separately, on October 18, 2025, the company terminated its Equity Purchase Agreement, which was dated November 21, 2023, with an accredited institutional investor. The termination was enacted pursuant to Section 10.01(c) of the agreement.