VSee Health, Inc. Regains Compliance with Nasdaq Stockholders' Equity Requirement

Rhea-AI Summary

VSee Health (Nasdaq:VSEE, VSEEW) announced it has regained compliance with Nasdaq Listing Rule 5550(b)(1) after its stockholders' equity rose to approximately $9.5 million pro forma as of December 1, 2025. The company attributes the increase to: full conversion of multiple convertible notes into common stock; cash exercise and exchange of certain public warrants; and a $6.0 million private placement (or pre-funded warrants) with accompanying warrants completed on November 25, 2025. A pro forma balance sheet was filed on Form 8-K/A on December 11, 2025. The company said the transactions reduced debt and derivative liabilities and provided additional working capital for its telehealth and digital health operations.

Positive

• Stockholders' equity ≈ $9.5M pro forma as of Dec 1, 2025
• $6.0M private placement completed Nov 25, 2025
• Full conversion of multiple convertible notes into common stock
• Company regained Nasdaq Rule 5550(b)(1) compliance

Negative

• Convertible note conversions and warrant exercises increased share count Nov–Dec 2025
• Reliance on a single $6.0M private placement for compliance funding

Key Figures

Nasdaq minimum equity $2.5 million Minimum stockholders’ equity under Nasdaq Listing Rule 5550(b)(1)

Pro forma equity $9.5 million Approximate stockholders’ equity on a pro forma basis as of Dec 1, 2025

Private placement size $6.0 million Private placement of common stock or pre-funded warrants on Nov 25, 2025

Hearing date September 9, 2025 Nasdaq Hearings Panel granted exception to Dec 1, 2025

Compliance deadline December 1, 2025 Deadline to demonstrate compliance with Minimum Equity Rule

Form 8-K/A filing date December 11, 2025 Pro forma balance sheet for equity transactions filed with SEC

Market Reality Check

$0.5161 Last Close

Volume Volume 806,956 vs 20-day average 1,285,438 (relative volume 0.63), showing subdued trading ahead of this update. low

Technical Price 0.5393 is trading below the 200-day MA of 1, reflecting a longer-term downtrend pre-announcement.

Peers on Argus 1 Up

Peers showed mixed, mostly modest moves, ranging from -1.6% for HCTI to +1.55% for DRIO, suggesting today’s compliance news is more company-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 04	Webinar announcement	Positive	+1.6%	Webinar with Novant Health on scalable, profitable tele-urgent programs.
Nov 26	Private placement	Negative	-10.9%	At-the-market <b>$6.0M</b> private placement with institutional investor.
Nov 25	Operational update	Positive	-6.8%	iDoc division contract execution and revenue growth pipeline details.
Nov 20	Leadership change	Positive	+6.7%	Appointment of Dr. Milton Chen as chairman to drive AI infrastructure.
Nov 17	Earnings report	Positive	-5.5%	Q3 <b>2025</b> revenue up <b>19% YoY</b> to <b>$3.98M</b> with higher telehealth growth.

Pattern Detected

Recent news has produced mixed reactions, with some positive operational and growth updates followed by negative price moves, while financing-related announcements have generally been met with weakness.

Recent Company History

This announcement follows several November 2025 updates. VSee reported strong Q3 2025 revenue growth to $3.98M and detailed expanding telehealth contracts, yet shares fell after both the earnings and iDoc growth updates. A subsequent $6.0M private placement drew a notably negative reaction, while naming Dr. Milton Chen as chairman with an AI infrastructure focus saw a positive move. The latest compliance news ties back to these capital and balance sheet actions that helped rebuild stockholders’ equity.

Market Pulse Summary

This announcement highlights VSee’s return to compliance with Nasdaq’s Minimum Equity Rule by lifting pro forma stockholders’ equity to about $9.5M through note conversions, warrant exercises, and a $6.0M private placement. In recent months, the company has paired revenue growth and new contracts with significant financing activity and prior going‑concern disclosures. Investors may watch future filings and operational updates to see how the strengthened balance sheet supports telehealth expansion.

Key Terms

minimum equity rule regulatory

"Nasdaq Listing Rule 5550(b)(1) (the "Minimum Equity Rule")"

A minimum equity rule is a requirement that an investor account or a company maintain a set amount of net ownership value — the cushion after subtracting debts — to stay in good standing with a broker, exchange or regulator. Think of it like a required safety margin: if the cushion falls below the threshold, the account can face forced sales, added fees, or other restrictions, and a company may face listing or financing consequences. Investors care because it limits how much leverage can be used and can trigger sudden selling or capital needs that affect share prices.

convertible notes financial

"Full conversion of multiple outstanding convertible notes into common stock;"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

public warrants financial

"Cash exercise and exchange of certain public warrants; and"

Public warrants are tradable securities that give the holder the right to buy a company’s stock at a fixed price before a set expiration date. Like a coupon that lets you purchase shares later at a preset price, they matter to investors because using them can bring new cash into the company but also increase the total number of shares outstanding, which can dilute existing ownership and influence the stock’s price and potential gains.

private placement financial

"A $6.0 million private placement of common stock (or pre-funded warrants)"

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.

pre-funded warrants financial

"private placement of common stock (or pre-funded warrants) with accompanying warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

form 8-k/a regulatory

"balance sheet ... was filed with the Securities and Exchange Commission on Form 8-K/A"

A Form 8-K/A is an amended current report filed with the U.S. Securities and Exchange Commission to correct, clarify or add information that was previously disclosed on a Form 8-K about a material corporate event. For investors it matters because it updates the official record—like an edited breaking-news bulletin—so market participants can reassess a company’s risks, valuation or legal exposure based on the most accurate, complete information.

AI-generated analysis. Not financial advice.

SAN JOSE, CALIFORNIA / ACCESS Newswire / December 12, 2025 / VSee Health, Inc. (Nasdaq:VSEE, VSEEW), a leading provider of telehealth and digital health solutions, today announced that it has regained compliance with Nasdaq Listing Rule 5550(b)(1) (the "Minimum Equity Rule").

As previously disclosed, on September 2, 2025, the Company received notice from Nasdaq that its stockholders' equity had fallen below the $2.5 million minimum required for continued listing on The Nasdaq Capital Market. Following a hearing on September 9, 2025, the Nasdaq Hearings Panel granted the Company an exception through December 1, 2025, to demonstrate compliance.

The Company is pleased to report that, through a series of strategic capital transactions completed after September 30, 2025, it has successfully increased its stockholders' equity to approximately $9.5 million on a pro forma basis as of December 1, 2025. These transactions included:

• Full conversion of multiple outstanding convertible notes into common stock;

• Cash exercise and exchange of certain public warrants; and

• A $6.0 million private placement of common stock (or pre-funded warrants) with accompanying warrants completed on November 25, 2025.

A pro forma balance sheet reflecting these transactions as of December 1, 2025, was filed with the Securities and Exchange Commission on Form 8-K/A on December 11, 2025.

"We are very pleased to have regained compliance with Nasdaq's continued " minimum equity listing requirement," said Dr. Imo Aisiku, Co-Chief Executive Officer and of VSee Health. "These transactions have significantly strengthened our balance sheet, eliminated substantial debt and derivative liabilities, and provided the Company with additional working capital to execute our growth strategy in telehealth, remote patient monitoring, and digital health services.

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

How did VSee (VSEE) regain Nasdaq compliance on Dec 1, 2025?

VSee increased stockholders' equity to ≈ $9.5M pro forma via note conversions, warrant exercises, and a $6.0M private placement.

What was the size and date of VSee's private placement that restored compliance?

VSee completed a $6.0M private placement (or pre-funded warrants) with accompanying warrants on November 25, 2025.

Did VSee file required SEC documentation after regaining compliance?

Yes. A pro forma balance sheet reflecting the transactions was filed on Form 8-K/A on December 11, 2025.

What capital actions did VSee complete to restore equity by Dec 1, 2025?

Actions included full conversion of multiple convertible notes, cash exercise/exchange of public warrants, and a $6.0M private placement.

Will VSee's November 2025 transactions affect existing shareholders?

The convertible note conversions and warrant exercises increased outstanding shares, which may dilute existing shareholders.