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

Insights

Equity Capital Markets Analyst

VSee raises $6.0 million via a single‑investor at‑the‑market private placement, closing expected on or about December 1, 2025.

VSee Health agreed to sell 9,836,065 shares and warrants for up to 19,672,130 shares at a combined effective price of $0.61 per share, producing approximately $6.0 million gross proceeds before fees. The warrants carry a $0.61 exercise price, become exercisable after shareholder approval, and expire five years from initial exercise.

Key dependencies and risks include satisfying customary closing conditions by the expected closing date and obtaining shareholder approval to enable warrant exercise; failure on either would affect timing or liquidity. The company will file a resale registration statement within 20 calendar days of closing and seek effectiveness within 60 days, which determines secondary market liquidity for the investor.

Watch for the closing around December 1, 2025, the 20‑day filing, and the SEC declaration of effectiveness within 60 days after closing as near‑term milestones that clarify dilution, net proceeds, and tradability of the securities.

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.