株探米国株
英語
エドガーで原本を確認する
6-K 1 ea0262462-6k_visionsys.htm REPORT OF FOREIGN PRIVATE ISSUER
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2025

 

Commission File Number: 001-36363

 

VISIONSYS AI INC

 

2 Hammarskjold Plaza, Room 10B

2nd Avenue, New York, NY 10017

Tel: +1 (929) 687-0368

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  ☒        Form 40-F ☐

 

 

 

 


 

Departure of an Independent Director

 

Mr. Zhe Sun, a member of the board of directors (the “Board”) of VisionSys AI Inc, a Cayman Islands company (the “Company”), resigned from his position as an Independent director of the Board, a member of the audit committee (the “Audit Committee”) and the compensation committee (the “Compensation Committee”), and the Chairman of the nominating and corporate governance committee (the “Nominating Committee”) of the Board, for personal reasons, effective on October 8, 2025. His resignation was not a result of any disagreements with the Company on any matter related to the operations, policies, or practices of the Company.

 

Appointment of a New Independent Director

 

To fill the vacancy created by Mr. Zhe Sun’s departure, on October 9, 2025, the Board appointed Mr. Rojitkumar Singh Sorokhaibam as an independent director, effective immediately. The Company’s Board has determined that Mr. Sorokhaibam is “independent” as that term is defined in the rules of the SEC and the applicable rules of the NASDAQ Capital Market. Mr. Sorokhaibam will serve as a member of the Audit Committee and the Compensation Committee, and the Chairman of the Nominating Committee of the Board.

 

The biographical information of Mr. Rojitkumar Singh Sorokhaibam is set forth below.

 

Mr. Rojitkumar Singh Sorokhaibam co-founded idhubs, a Web3- and AI-powered ecosystem platform, and has served as its Chief Executive Officer since September 2020. He previously founded Visionary Technocrats, a Web 3.0-powered SaaS ecosystem collaboration platform for small and medium enterprises that integrates blockchain and AI, and served as its Chief Technology Officer from June 1996 to August 2020. There, he gained experience across diverse industries including logistics, healthcare, banking, digital marketing automation, and enterprise review systems, consistently delivering impactful software solutions. He obtained a Bachelor of Engineering in Electrical Engineering from Dayal Bagh Educational Institute in May 1996.

 

The Company entered into an offer letter (the “Offer Letter”) with Mr. Sorokhaibam, which establishes other terms and conditions governing his service to the Company. He will receive an annual base salary of $50,000 in cash, paid in accordance with the Company’s regular payroll practices, and restricted American Depositary Shares (“ADSs”) with an aggregate value of US$50,000, to be granted in equal quarterly installments of US$12,500, for his services as the independent director.

 

The Offer Letter is qualified in its entirety by reference to the complete text of the Offer Letter, which is filed hereto as Exhibit 99.1.

 

Closing of Private Placement

 

As previously disclosed on a Current Report on Form 6-K filed by the Company with the Securities and Exchange Commission on July 29, 2025, the Company entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) on July 25, 2025. Pursuant to the SPA, the Company agreed to sell up to an aggregate of 7,874,015 units (the “Units”) at a price of $0.254 per Unit (“Purchase Price”) to the Purchasers. Each Unit consists of one Class A ordinary share of the Company, par value $0.001 per share (the “Share”), as adjusted to reflect the 1-for-50 share subdivision approved at the Company’s extraordinary general meeting held on August 25, 2025 (the “Subdivision”), and one warrant to purchase one Share (the “Warrant”) with an initial exercise price of $0.60 per Share (the “Offering”), as adjusted to reflect the Subdivision.

 

The closing of the Offering and issuance of the Shares and the Warrants occurred on September 22, 2025 when all the closing conditions of the SPA have been satisfied. The Company issued 393,700,750 post-Subdivision Class A ordinary shares, par value $0.00002 per share, and warrants to the Purchasers to purchase up to 393,700,750 post-Subdivision Class A ordinary shares, par value $0.00002 per share, in exchange for gross proceeds of $2 million, before the deduction of customary expenses.

 

1


 

The Shares were issued in reliance on the exemption from registration provided by Regulation S under the Securities Act of 1933. Following the closing of the Offering, the Company has an aggregate of 11,226,750,300 Class A ordinary shares, and 360,302,950 class B ordinary shares, each with a par value of $0.00002, issued and outstanding as of the date of this report.

 

EXHIBIT INDEX

 

Number   Description of Exhibit
     
99.1   Offer Letter, dated October 9, 2025 by and between the Company and Rojitkumar Singh Sorokhaibam

 

2


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

VisionSys AI Inc  
   
By: /s/ Heng Wang  
Name:  Heng Wang  
Title: Chief Executive Officer  
   
Date: October 24, 2025  

 

 

3

 

 

EX-99.1 2 ea026246201ex99-1_visionsys.htm OFFER LETTER, DATED OCTOBER 9, 2025 BY AND BETWEEN THE COMPANY AND ROJITKUMAR SINGH SOROKHAIBAM

Exhibit 99.1

 

VisionSys AI Inc

 

October 9, 2025

 

Re: Director Offer Letter

 

Dear Rojitkumar Singh Sorokhaibam,

 

VisionSys AI Inc, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), is pleased to offer you a position as an independent director of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a director of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

 

1. Term. This Agreement is effective upon your acceptance and signature below. Your term as director shall continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.

 

2. Services. You shall render services as a director of the Board (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.

 

3. Compensation. As compensation for your services to the Company, you will receive an annual compensation of US$50,000 in cash, paid in accordance with the Company’s regular payroll practices, and restricted American Depositary Shares (“ADSs”) with an aggregate value of US$50,000, to be granted in equal quarterly installments of US$12,500. The number of ADSs to be issued for each quarter shall be determined based on the closing price of the Company’s ADSs on the last trading day of such quarter. All ADSs issued hereunder shall be subject to a six-month lock-up period following the date of issuance. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.

 

4. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

 

5. Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

 

a. Definition. For purposes of this Agreement the term “Confidential Information” means:

 

i. Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

 

ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.

 

iii. Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

 

b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

 

i. Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;

 

ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

 

iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

 

c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your termination or Resignation, as defined in Section 8 herein.

 

 


 

d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.

 

e. Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.

 

f. Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.

 

6. Termination and Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.

 

7. Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in the State of New York.

 

8. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

 

9. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment and (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought.

 

10. Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you to continue employment with the Company.

 

11. Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.

 

(Signature Page Follows)

 

2


 

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

 

  Sincerely,
   
  VisionSys AI Inc
     
  By: /s/ Heng Wang
  Name:  Heng Wang
  Title: Chief Executive Officer

 

Agreed and Accepted by:  
   
/s/ Rojitkumar Singh Sorokhaibam  
Name: Rojitkumar Singh Sorokhaibam  

 

 

3