VSee Health, Inc. has entered into a definitive agreement with Clearthink Capital Partners, LLC to sell up to $5.0 million of its common stock. The agreement, dated September 2, 2026, allows Clearthink to purchase shares of VSee’s common stock, which has a par value of $0.0001 per share, at the company's direction.
Under the terms of the Strata Purchase Agreement, the Company may direct Clearthink to purchase shares over a period of approximately 36 months. The agreement stipulates that the Company must file a registration statement with the U.S. Securities and Exchange Commission (SEC) to cover the resale of these shares by Clearthink. The actual sales of shares will depend on market conditions, the trading price of the stock, and the Company's funding needs.
The purchase price for the common stock will be set at 85% of the lowest daily closing price during the ten trading days preceding the purchase date. The Company is prohibited from directing Clearthink to purchase shares that would result in Clearthink and its affiliates beneficially owning more than 9.99% of the Company’s outstanding common stock. Additionally, the maximum amount the Company may request in a single purchase notice is capped at the lesser of $1,000,000 or 300% of the average trading volume over the eight trading days prior to the notice.
As consideration for Clearthink’s commitment, VSee agreed to issue 40,000 shares of common stock upon the signing of the agreement. The issuance of these shares and any future shares sold under the agreement will be made in reliance on exemptions from registration under the Securities Act of 1933. The Company expects to use any proceeds received from these sales for working capital and general corporate purposes.
