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 November 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 ☐

~~Registered~~Submission of ~~Direct~~Matters ~~Offering~~to a Vote of Security Holders.

~~On November 11, 2025,~~ VisionSys AI Inc (the “Company”) ~~entered~~held ~~into~~its ~~certain~~extraordinary ~~securities~~general ~~purchase~~meeting ~~agreement~~of shareholders (the “~~Purchase~~Extraordinary ~~Agreement”) with~~General ~~certain non-affiliated institutional investors (the “Purchasers~~Meeting”) ~~pursuant to which the Company agreed to sell~~ ~~9,230,750~~on ~~American~~November ~~Depositary Shares (“ADS”) and accompanying series A warrants to purchase up to 9~~13,~~230,750~~ ~~ADSs~~2025 ~~(the “Series~~at A12:00 ~~Warrants”) in a registered direct offering~~p. ~~The combined effective offering price for each ADS and the accompanying Series A Warrant is $1~~m.30 ~~(the~~Eastern ~~“Offering~~Standard ~~Price”).~~Time ~~The~~at ~~gross~~2 ~~proceeds~~Hammarskjold toPlaza, ~~the~~Room ~~Company~~10B, ~~from~~2nd ~~the~~Avenue, ~~registered~~New ~~direct~~York, ~~offering are~~NY ~~approximately $12~~10017.~~0 million before deducting the placement agent’s fees and other estimated offering expenses.~~

~~Each~~Holders ~~Warrant~~of isthe ~~immediately exercisable~~Company’s 9,346,113,200 ~~will~~issued ~~expire~~and ~~five~~ordinary ~~years~~shares, ~~from~~whether ~~the~~held ~~initial~~directly ~~exercise~~or ~~date~~indirectly ~~and~~through ~~have~~American anDepositary Shares ~~exercise~~(the ~~price~~“ADSs”), consisting of ~~$1.30~~8,985,810,250 ~~per~~Class ~~ADS~~A ordinary Shares and 360,302,950 ~~subject~~Class toB ~~adjustment~~ordinary shares and constituting a total of 12,588,839,750 votes, were present in person or by proxy at the ~~exercise~~Extraordinary ~~price~~General Meeting and were entitled to ~~$0.91~~vote onat the Extraordinary General Meeting as of the ~~First~~record ~~Reset~~date of October 14, 2025 (the “Record Date”). ~~and~~The to12,588,839,750 $0votes represented approximately 84.6589% onof the ~~Second~~total ~~Reset~~14,829,779,800 ~~Date~~votes ~~(each~~outstanding as ~~defined~~of in the ~~Series~~Record ADate, ~~Warrants) and~~being ~~subject~~the voting power corresponding to a ~~floor~~total ~~price~~of ~~therein.~~11,587,053,250 ~~The~~issued ~~Series~~and outstanding ordinary shares (consisting of 11,226,750,300 Class A ~~Warrants~~ordinary ~~may~~shares ~~also~~and be360,302,950 Class ~~exercised~~B onordinary shares), and therefore constituted a ~~zero~~quorum. ~~cash~~The ~~exercise~~final ~~option~~voting ~~pursuant~~results for each matter submitted to ~~which~~a ~~the~~vote of shareholders ~~holder~~at ~~may~~the ~~exchange~~Extraordinary ~~each~~General ~~warrant~~Meeting ~~for~~are ~~three~~as ~~ADSs.~~follows:

~~The Company agreed in the~~1. ~~Purchase Agreement that it and its subsidiaries would not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, Class A ordinary shares, or Ordinary~~ Share ~~Equivalents(as~~Consolidation ~~defined in the Purchase Agreement) for twenty (20) days following the closing of the Offering subject to certain exceptions.~~

~~Concurrently with the execution~~At of the ~~Purchase Agreement~~Meeting, ~~the~~it ~~officers,~~was ~~directors,~~clarified ~~and~~that ~~affiliates~~there ofwas ~~the~~a ~~Company~~clerical ~~entered~~error ~~into~~in ~~lock-up agreements (~~the ~~“Lock-Up Agreement”)~~wording ~~pursuant~~of toProposal ~~which~~1 ~~they~~as ~~have~~set ~~agreed,~~out ~~among~~in ~~other~~the ~~things,~~Notice ~~not~~of toMeeting ~~sell~~and oraccompanying proxy ~~dispose~~materials. ofThe ~~any~~Chairman ~~ADSs~~noted ~~which~~that ~~are~~Proposal or1 ~~will~~should ~~be beneficially~~instead ~~owned~~read byas ~~them~~follows, ~~for one hundred~~ and ~~twenty~~the ~~(120)~~shareholders ~~days~~present ~~following~~approved ~~the~~this ~~closing~~corrected wording ofas ~~the~~an ~~Offering.~~ordinary resolution:

The shareholders ~~Company~~approved ~~currently~~as ~~intends~~an ordinary resolution that every 50 issued and unissued Class A ordinary shares of a par value of US$0.00002 toeach, ~~use~~every 50 issued and unissued Class B ordinary shares of a par value of US$0.00002 each, and every 50 shares of a par value of US$0.00002 each of such class or classes (however designated) as the ~~net~~board ~~proceeds~~of ~~from~~directors (the ~~Offering~~“Board” ~~for~~or ~~working~~“Board ~~capital~~of Directors”) may determine in accordance with Article 8 of the currently effective amended and ~~general~~restated ~~corporate~~articles ~~purposes~~of association of the Company (the “Articles of Association”) in the share capital of the Company be consolidated into 1 Class A ordinary share of a par value of US$0.001, ~~The~~1 ~~Offering~~Class ~~closed~~B onordinary ~~November~~share 13of a par value of US$0.001, ~~2025~~and 1 ordinary share a par value of US$0.001 as the Board may determine in accordance with Article 8 of the Articles of Association, respectively (the “~~Closing~~Share ~~Date~~Consolidation”). at a date to be determined by the Board, so that immediately following the Board’s determination of the effective date of the Share Consolidation, the authorized share capital will become:

~~The~~US$1,000,000 divided ~~Company entered~~ into ~~certain placement agency agreement dated November 11~~1, ~~2025 (the “Letter Agreement”)~~000, ~~with Maxim Group LLC~~000,000 asshares ~~the~~comprising ~~lead~~of ~~placement agent~~ (~~the “Placement Agent”~~i), pursuant to which the Placement Agent agreed to act as the sole lead/exclusive placement agent in connection with the Offering. The Company agreed to pay the Placement Agent an aggregate fee equal to 6% of the gross proceeds raised in the Offering and reimburse the Placement Agent $50860,000,000 ~~for~~Class ~~accountable~~A ~~expenses~~ordinary ~~related~~shares ~~to legal fees~~ of ~~counsel~~a ~~and~~par ~~certain other~~value ~~fees~~of ~~and expenses~~US$0.001 ~~The~~each, ~~Company also agreed to pay such number of warrants~~ (~~the “Placement Agent Warrants”~~ii) to40,000,000 ~~the Placement Agent or its designees at the Closing Date to purchase the~~ Class AB ordinary shares ~~represented~~of bya ~~ADSs~~par ~~equal~~value toof 2.US$0%.001 ~~of the~~each ~~aggregate number of ADSs~~ and ~~accompanying~~(iii) ~~Series~~100,000,000 Ashares ~~Warrants~~of ~~sold~~a inpar ~~the~~value ~~Offering. The Placement Agent Warrants exercise price will be 100%~~ of ~~the Offering Price~~US$0.001 ~~The~~each ~~Placement Agent Warrants will have an expiration date~~ of ~~five~~such ~~years~~class ~~from the commencement of sales~~or ~~and~~classes be(however indesignated) ~~substantially the same form~~ as the ~~Series~~Board Amay ~~Warrants~~determine ~~issued~~ in ~~the~~accordance ~~Offering,~~with ~~except~~Article ~~that~~8 of the ~~zero-cash~~Articles ~~exercise shall provide two ADSs instead~~ of ~~three~~Association.

~~Copies of the form of the~~No ~~Purchase~~broker ~~Agreement, form of Lock~~non-Upvotes ~~Agreement, form of the Series A Warrant, form of the Placement Agent Warrant and the Letter Agreement~~ are ~~attached hereto as Exhibits 99~~counted.1, 99.2, 99.3, 99.4, and 99.5 respectively, and are incorporated herein by reference. The foregoing summaries of the terms of the Purchase Agreement, Series A Warrants, Placement Agent Warrant, Lock-Up Agreement and the Letter Agreement are subject to, and qualified in their entirety by, such documents.

On November 12, 2025, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.6 and is incorporated herein by reference. A copy of the legal opinion issued by the Company’s Cayman Islands counsel Conyers Dill & Pearman is attached hereto as Exhibit 5.1.

For		Against		Abstain
12,560,836,500		27,796,500		206,750

~~Exhibits~~2. Increase of Authorized Share Capital

Exhibit No.		Description
5.1		Legal Opinion of Conyers Dill & Pearman
99.1		Form of the Purchase Agreement
99.2		Form of Lock-Up Agreement
99.3		Form of Series A Warrant
99.4		Form of Placement Agent Warrant
99.5		Letter Agreement
99.6		Press Release

The shareholders approved as an ordinary resolution that the authorized share capital of the Company be increased to US$10,000,000 by the creation of an additional 9,000,000,000 Class A ordinary shares of a par value of US$0.001 each to rank pari passu in all respects with the existing Class A ordinary shares (the “Increase of Authorized Share Capital”) so that immediately following the Increase of Authorized Share Capital, the authorized share capital will become:

US$10,000,000 divided into 10,000,000,000 shares comprising of (i) 9,860,000,000 Class A ordinary shares of a par value of US$0.001 each, (ii) 40,000,000 Class B ordinary shares of a par value of US$0.001 each and (iii) 100,000,000 shares of a par value of US$0.001 each of such class or classes (however designated) as the Board may determine in accordance with Article 8 of the Articles of Association.

No broker non-votes are counted.

For		Against		Abstain
12,560,824,500		27,808,500		206,750

3. Allocation of Voting Rights and Conversion Rights

The shareholders approved as a special resolution to authorize Class A ordinary shares and Class B ordinary shares, as adjusted following the approval of Proposal 1 and 2, each with a par value of US$0.001 of the Company to have the following rights and privileges (the “Allocation of Voting Rights and Conversion Rights”), in addition to those set forth in the Articles of Association, and to authorize the amendment of the Articles of Association:

(a)

in respect of all matters subject to vote at general meetings of the Company, each holder of Class B ordinary shares shall be entitled to one hundred (100) votes per one Class B ordinary share;

(b)

each Class A ordinary share shall be convertible into one Class B ordinary share at any time after issuance, at the option of the holder and subject to Board approval; and

(c)

the Articles of Association be amended to reflect the foregoing allocation of voting rights and conversion rights and Conyers Trust Company (Cayman) Limited be and is hereby instructed to make all such filings with the Registrar of Companies in the Cayman Islands to implement and give effect to the amendments to the Articles of Association and the matters approved herein.

No broker non-votes are counted.

For		Against		Abstain
12,558,323,250		30,309,750		206,750

4. Transition to Scripless Shares

The shareholders approved as an ordinary resolution to ratify the determinations of the Board of Directors, as set forth in the board resolutions passed on September 24, 2025 (the “Board Resolutions”) to dispense with the issuance of share certificates and to issue scripless shares, together with other determinations and resolutions implementing the transition to scripless shares approved by the Board of Directors and recorded in the Board Resolutions (the “Transition to Scripless Shares”). To the extent that this proposal is inconsistent with the provisions contained in the Articles of Association, the contents herein shall prevail and be deemed to amend and supersede the corresponding provisions of the Articles of Association. No broker non-votes are counted.

For		Against		Abstain
12,560,836,750		27,796,250		206,750

The Company’s ADR Program

Following the effectiveness of the Share Consolidation, the Company will instruct the ADS depositary bank not to change the current ratio of ADSs to Class A ordinary shares. Instead, each ADS will continue to represent 250 underlying Class A ordinary shares, but the total number of ADSs outstanding will be reduced proportionately (the “ADS Reverse Split”). Accordingly, the per-ADS market value is expected to increase proportionately, such that the aggregate economic interest of each ADS holder in the Company will remain unchanged. A new CUSIP number will be assigned to the ADSs following the ADS Reverse Split. The Share Consolidation and ADS Reverse Split will be implemented in accordance with applicable law, and the Company will take all steps necessary to ensure the proper adjustment of ADSs following the Share Consolidation.

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: November 20, 2025

	VisionSys AI Inc

	By:	/s/ Heng Wang
	Name:	Heng Wang
	Title:	Chief Executive Officer

2Date: November 25, 2025

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