VisionSys AI Inc. (NASDAQ:VSA) shares plummeted 75% in premarket trading on Wednesday after the brain-machine interaction technology company unveiled a deeply dilutive registered direct offering, sparking investor concerns over significant share dilution.
The company said it had entered into securities purchase agreements with institutional investors to sell 9,230,750 American Depositary Shares (ADS), along with warrants to purchase an equal number of ADSs, at a combined offering price of $1.30 per unit. The sale is expected to raise approximately $12 million in gross proceeds before deducting placement fees and other expenses.
The warrant structure could lead to even greater dilution for existing shareholders. The warrants will be immediately exercisable upon issuance with an initial exercise price of $1.30 per ADS, which will be reset downward to $0.91 on the “First Reset Date” and further reduced to $0.65 on the “Second Reset Date.” Additionally, investors can exchange each warrant for three ADSs through a zero-cash exercise mechanism, amplifying potential share expansion.
Maxim Group LLC is acting as the sole placement agent for the transaction, which is expected to close around November 13, 2025, pending customary conditions.
VisionSys AI describes itself as an emerging technology company specializing in brain-machine interaction systems, integrating advanced algorithms, software, and hardware to develop cutting-edge human-computer interface technologies.