Vsee Health INC

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VSee Health, Inc. entered into two convertible note financing agreements with institutional investors ClearThink and Vanquish. The ClearThink note has a principal of $280,000 (with a $30,000 original issue discount) and a one-time 10% interest charge; the Vanquish note has a principal of $295,550 (with a $38,550 OID) and a one-time 12% interest charge. Both notes are unsecured, mature in about one year, and can be converted into common stock at a discount to the market price—85% of the lowest closing price (ClearThink) and 75% of the lowest bid price (Vanquish) over the ten trading days before conversion. The company may prepay the notes at any time without penalty, and a 4.99% beneficial ownership cap applies. Each note also includes a most-favored-nation clause for ClearThink and a reverse-split adjustment exclusion for Vanquish.