VSee Health, Inc. Announces Pricing of $6.0 Million Private Placement Priced At-the-Market Under Nasdaq Rules with a Single Institutional Investor

Rhea-AI Summary

VSee Health (NASDAQ:VSEE) announced a private placement with a single institutional investor to raise approximately $6.0 million in gross proceeds. The financing consists of 9,836,065 shares (or equivalents) and warrants to purchase up to 19,672,130 shares at a combined effective price of $0.61 per share.

The warrants carry a $0.61 exercise price, are exercisable following shareholder approval, and expire five years from initial exercise. Closing is expected on or about December 1, 2025. The company plans to use net proceeds for working capital and general corporate purposes and engaged A.G.P./Alliance Global Partners as sole placement agent.

The company will file a resale registration statement within 20 calendar days of closing and aims to have it declared effective within 60 days.

Positive

• Gross proceeds of $6.0 million expected
• Immediate issuance of 9,836,065 shares
• Registration filing due within 20 calendar days of closing

Negative

• Warrants convertible into 19,672,130 shares, creating dilution risk
• Exercise price of $0.61 may be dilutive if stock trades higher
• Closing subject to customary conditions; not guaranteed before Dec 1, 2025

News Market Reaction – VSEE

-10.88%

12 alerts

-10.88% News Effect

+25.5% Peak Tracked

-2.4% Trough Tracked

-$2M Valuation Impact

$20M Market Cap

0.4x Rel. Volume

On the day this news was published, VSEE declined 10.88%, reflecting a significant negative market reaction. Argus tracked a peak move of +25.5% during that session. Argus tracked a trough of -2.4% from its starting point during tracking. Our momentum scanner triggered 12 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $2M from the company's valuation, bringing the market cap to $20M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: $6.0 million Shares issued: 9,836,065 shares Warrants issued: 19,672,130 warrants +5 more

8 metrics

Gross proceeds $6.0 million Aggregate gross proceeds from private placement before fees

Shares issued 9,836,065 shares Common stock (or equivalents) sold in private placement

Warrants issued 19,672,130 warrants Common stock purchase warrants issued to investor

Offering price $0.61 per share and warrant Effective combined price under the securities purchase agreement

Warrant exercise price $0.61 per share Exercise price of common warrants

Warrant term 5 years Expiration from initial exercise date after shareholder approval

Registration filing deadline 20 calendar days Deadline after closing to file resale registration statement

Effectiveness target 60 days Target to have registration statement declared effective post-closing

Market Reality Check

Price: $0.3460 Vol: Volume 806,956 is 0.58x t...

low vol

$0.3460 Last Close

Volume Volume 806,956 is 0.58x the 20-day average of 1,398,743, suggesting subdued trading interest pre-announcement. low

Technical Shares traded at 0.5393, below the 200-day MA of 1 and 78.6% under the 52-week high of 2.52.

Peers on Argus

Sector peers showed mixed moves, with notable names like HCTI down 1.6% and DRIO...

1 Up

Sector peers showed mixed moves, with notable names like HCTI down 1.6% and DRIO up 1.55%. Momentum scanner only flagged BEAT up 7.08% without related news, indicating VSEE’s financing news was primarily stock-specific rather than part of a broader sector rotation.

Historical Context

5 past events · Latest: Dec 04 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 04	Marketing webinar	Positive	+1.6%	Webinar with Novant Health highlighting scalable, profitable tele-urgent programs.
Nov 26	Equity financing	Negative	-10.9%	Private placement raising ~$6M with shares and five-year warrants at $0.61.
Nov 25	Operational update	Positive	-6.8%	iDoc contract execution and new hospital activations with revenue projections.
Nov 20	Leadership change	Positive	+6.7%	Appointment of Dr. Milton Chen as chairman to drive AI infrastructure strategy.
Nov 17	Earnings update	Positive	-5.5%	Q3 2025 revenue growth and improved cash use despite ongoing losses and deficit.

Pattern Detected

Stock often sold off on fundamentally positive updates, while governance/AI positioning and financing-related news saw mixed-to-aligned reactions.

Recent Company History

This announcement fits a period of intensive capital-structure activity for VSEE. On Nov 17, the company reported robust Q3 2025 revenue growth to $3.98M, yet shares fell 5.49%. Subsequent operational wins on Nov 25 around iDoc contracts and projected $500,000 in annual revenue also met with a negative reaction. In contrast, naming Dr. Milton Chen chairman on Nov 20 and a Dec 4 tele-urgent webinar drew modest gains. The current private placement on Nov 26 extended this pattern of balance-sheet-focused actions.

Market Pulse Summary

The stock dropped -10.9% in the session following this news. A negative reaction despite the added $...

Analysis

The stock dropped -10.9% in the session following this news. A negative reaction despite the added $6.0 million in gross proceeds fits a pattern where equity raises and balance‑sheet news have been sensitive for VSEE. Prior updates, including strong Q3 revenue of $3.98M and iDoc contract progress, also saw share price weakness. Any sharp selloff around this deal would have reflected concerns about dilution, existing secured and convertible debt, and the additional warrants creating longer‑term overhang risk.

Key Terms

private placement, warrants, Regulation D, registration statement

4 terms

private placement financial

"announced that it has entered into a securities purchase agreement with a single institutional investor"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"and warrants to purchase up to 19,672,130 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Regulation D regulatory

"and/or Regulation D promulgated thereunder, and applicable state securities laws"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"agreed to file a registration statement with the U.S. Securities and Exchange Commission"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

SAN JOSE, CALIFORNIA / ACCESS Newswire / November 26, 2025 / VSee Health, Inc. (NASDAQ:VSEE), a leader in innovative telemedicine solutions, today announced that it has entered into a securities purchase agreement with a single institutional investor for the purchase and sale of 9,836,065 shares of common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 19,672,130 shares of common stock at an effective combined price of $0.61 per share and common warrant for aggregate gross proceeds of approximately $6.0 million, before deducting placement agent fees and other offering expenses. The warrants will have an exercise price of $0.61 per share, will be exercisable immediately following receipt of shareholder approval and will expire five years from the initial exercise date.

The closing of the offering is expected to occur on or about December 1, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering for working capital and general corporate purposes.

A.G.P./Alliance Global Partners is acting as the sole placement agent in connection with the offering.

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the securities purchase agreement entered into with the investor, the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") covering the resale of the shares of common stock issued or underlying common warrants issued to the institutional investor no later than 20 calendar days after the closing of the offering and to use commercially reasonable efforts to have the registration statement declared effective within 60 days following the closing of the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About VSee Health

VSee Health (NASDAQ:VSEE) is a telehealth technology and services company delivering high-acuity virtual care solutions through its scalable, API-driven platform. The Company's offerings integrate secure video, device data, and EHR connectivity to power hospital systems, health networks, and employers across the United States. For more information, please visit vseehealth.com.

Forward-Looking Statements

Matters discussed in this news release that are not statements of historical or current facts, including but not limited to those relating to VSee Health's ability to improve healthcare access and provider efficiencies, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the anticipated closing of the offering; the Company's anticipated use of proceeds from the offering; and other statements that are not historical facts, including statements which may be accompanied by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential" or similar words. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause performance or achievements to be materially different from historical results or from any future performance or achievements expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. More information on risk factors relating to VSee Health and its technology and billing services is included from time to time in the "Cautionary Note Regarding Forward-Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of VSee Health's periodic and current filings with the SEC, which are also made available on VSee Health's website at www.vseehealth.com. Forward-looking statements speak only as of the date they are made, and VSee Health undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Contact:

Anne Chang
VSee Health
media@vsee.com

VSee Investor Contact:

Milton Chen
VSee Health
investor@vsee.com

SOURCE: VSee Health

View the original press release on ACCESS Newswire

FAQ

What is VSee Health (VSEE) raising in the November 26, 2025 private placement?

VSee Health is raising approximately $6.0 million through sale of shares and warrants at a combined price of $0.61 per share.

How many shares and warrants did VSEE sell in the private placement announced November 26, 2025?

The deal includes 9,836,065 shares (or equivalents) and warrants to purchase up to 19,672,130 shares.

When will the VSEE private placement close and when do the warrants expire?

The closing is expected on or about December 1, 2025, and the warrants expire five years from their initial exercise date.

When will VSee Health register the resale of shares issued in the private placement (VSEE)?

The company agreed to file a registration statement within 20 calendar days after closing and to use commercially reasonable efforts to have it effective within 60 days.

How will the VSEE proceeds be used and who is the placement agent?

Net proceeds are intended for working capital and general corporate purposes; A.G.P./Alliance Global Partners is the sole placement agent.