VisionSys AI Inc filed a Form 6-K with the SEC on November 6, 2026, reporting the closing of a private placement in which the company issued 125,000,000,000 Class A ordinary shares at US$0.001 per share for an aggregate purchase price of US$125,000,000.

Key Highlights

  • Transaction closed: The company completed the issuance and sale of 125,000,000,000 Class A ordinary shares on and before November 2, 2026.
  • Final purchase price: US$0.001 per Class A ordinary share, revised upward from the original price of US$0.000734 per share set in the July 10, 2026 agreement.
  • Aggregate proceeds: US$125,000,000, payable in fiat money or cryptocurrencies at the sole discretion of the company.
  • Agreement re-signed: The original purchase agreement dated July 10, 2026 was re-signed with each purchaser on October 10, 2026, with only the per-share price changed.
  • Exemption relied upon: Securities were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation S.
  • Par value: Each Class A ordinary share carries a par value of US$0.001.

VisionSys AI Completes 125-Billion-Share Private Placement at Revised Price

According to the Form 6-K filed November 6, 2026, VisionSys AI Inc entered into a securities purchase agreement on July 10, 2026 with certain U.S. and/or non-U.S. investors. The original agreement provided for the sale of 125,000,000,000 Class A ordinary shares at US$0.000734 per share, for a then-projected aggregate purchase price of approximately US$91,750,000. The company disclosed that the purchase price should be paid in fiat money or in cryptocurrencies, in the sole discretion of the company.

The filing states that on October 10, 2026, the company re-signed the purchase agreement with each of the purchasers. Under the re-signed agreement, the purchase price per share was changed from US$0.000734 to US$0.001 per Class A ordinary share, while "all other terms and conditions of the Purchase Agreement remained unchanged," according to the filing. This price revision increased the aggregate consideration from approximately US$91,750,000 to US$125,000,000.

The company disclosed that on and before November 2, 2026, it completed the issuance and sale of all 125,000,000,000 Class A ordinary shares at US$0.001 per share, with the aggregate purchase price of US$125,000,000 paid by the purchasers in fiat money or cryptocurrencies. The filing notes that the securities were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation S. The filing was signed by Tianlong Wang, Chief Executive Officer, on November 6, 2026. No exchange or ticker symbol was listed in the body of this Form 6-K filing.

What Was Disclosed

VisionSys AI Inc reported the closing of a private placement of 125,000,000,000 Class A ordinary shares at US$0.001 per share for total proceeds of US$125,000,000, following a price revision from the original US$0.000734 per share set in July 2026.