VSee Health, Inc. SEC Filings

VSee Health director Scott Metzger reported multiple stock awards granted as director compensation. On September 19, 2025, he acquired several blocks of VSee Health common stock at prices ranging from $0.69 to $2.31 per share, including an award of 21,870 shares at $0.69 per share. After the largest reported award, he directly held 77,249 shares of common stock.

The footnotes state these shares were issued under VSee Health’s 2024 Incentive Plan in line with the company’s non‑employee director compensation policy, covering service as a director for quarters ended between June 30, 2024 and September 30, 2025. Each grant amount was based on the closing market price of the common stock on specified dates, turning Metzger’s quarterly board fees into equity ownership.

VSee Health director Kevin Lowdermilk reported several stock grants of common shares on September 19, 2025. Each transaction is coded as an acquisition and reflects shares issued under the company’s 2024 Incentive Plan in line with the non-employee director compensation policy.

The footnotes state these awards compensate his board service for quarters ended June 30 and September 30, 2024, December 31, 2024, and March 31, June 30, and September 30, 2025. Grant prices range from $0.69 to $2.31 per share, and after the latest award he directly beneficially owns 68,624 shares of VSee Health common stock.

VSee Health, Inc. (VSEE) director Colin P. O’Sullivan reported multiple stock awards of common stock as non-employee director compensation. On September 19, 2025, he acquired several blocks of common stock under the company’s 2024 Incentive Plan, with transaction code "A" indicating grants rather than open-market purchases or sales.

The reported awards include grants such as 21,870 shares at $0.69 per share and smaller blocks including 12,931 shares at $1.16, 12,500 shares at $1.20, 11,029 shares at $1.36, 10,067 shares at $1.49, and 227 shares at $2.31 per share. Footnotes state these shares were issued for O’Sullivan’s service as a director for quarters ended June 30, 2024 through September 30, 2025, based on the respective closing prices on specified dates.

VSee Health, Inc. director Cydonii V. Fairfax reported multiple stock awards of common shares on September 19, 2025. Each award is coded as an acquisition, reflecting stock granted under the company’s 2024 Incentive Plan as part of the non-employee director compensation policy.

The reported grants cover service as a director for quarters ended September 30, 2025, June 30, 2025, March 31, 2025, December 31, 2024, and September 30, 2024, with grant-date prices ranging from $0.69 to $1.49 per share. After the most recent reported award of 21,870 shares at $0.69 per share, Fairfax directly holds 68,397 shares of VSee Health common stock.

VSee Health, Inc. reported that its Chief Financial Officer, Jerry Leonard, acquired several blocks of common stock on September 19, 2025. He received 300,000 shares as a retention bonus under the company’s 2024 Incentive Plan at a stated price of $0 per share. He was also issued 135,724 shares under the same plan in lieu of $295,880 of unpaid cash compensation for services provided during the 2022–2025 fiscal years, based on a per share price of $2.18. In addition, he was granted 125,000 shares for services rendered to VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc. prior to VSee Health’s June 2024 business combination. All positions are reported as directly owned common stock.

VSee Health, Inc. reported that its Board of Directors amended the company’s Bylaws to lower the quorum requirement for stockholder meetings. Going forward, a meeting will have a quorum when stockholders representing one-third (33.33%) of the voting power of the company’s outstanding shares that are entitled to vote are present in person or by proxy. This same reduced quorum standard has been applied retroactively to the 2025 Annual Meeting of Stockholders.

The 2025 Annual Meeting is scheduled for December 30, 2025, at 2:30 p.m. Eastern Time and will be held via live webcast at https://www.cstproxy.com/vseehealth/2025. The filing also notes the addition of an exhibit documenting Amendment No. 1 to the Amended and Restated Bylaws that reflects this quorum change.

VSee Health, Inc. postponed its 2025 Annual Meeting of Stockholders because it does not expect enough shares to be present or represented by proxy to reach a quorum on the original date.

The meeting, originally scheduled for December 15, 2025 at 2:30 p.m. Eastern Time, is now set for December 30, 2025 at the same time and will be held via live webcast at https://www.cstproxy.com/vseehealth/2025. The close of business on November 20, 2025 remains the record date for voting, previously submitted proxies stay valid unless changed, the proposals are unchanged, and the company will continue soliciting votes, encouraging stockholders who have not yet voted to do so by December 29, 2025 at 11:59 p.m. Eastern Time.

VSee Health, Inc. files an amended report to correct its Nasdaq compliance disclosure and related pro forma balance sheet. The company now states that a pro forma balance sheet as of December 1, 2025 shows total stockholders’ equity of $9.5 million, instead of the previously referenced $13.2 million as of December 31, 2025. This update is tied to transactions including warrant exercises, conversions of convertible notes and preferred shares into common stock, and exchanges of certain payables into equity.

VSee had earlier received notice that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity, after reporting a stockholders’ deficit of $18,488 as of December 31, 2024. A Nasdaq Hearings Panel granted the company an exception for continued listing on the Nasdaq Capital Market, subject to demonstrating compliance through this type of public disclosure and pro forma financial information.

VSee Health, Inc. entered into a private placement with a single institutional investor for approximately $6 million of equity financing. The company agreed to sell 9,836,065 shares of common stock, or pre-funded warrants in lieu of shares, together with common warrants to purchase up to 19,672,130 additional shares, at a combined purchase price of $0.61 per share (or pre-funded warrant) and accompanying warrant.

The warrants will be exercisable at $0.61 per share after stockholder approval and will expire five years from their initial exercise date, with a cashless exercise feature under certain registration conditions. VSee plans to use the net proceeds for working capital and general corporate purposes, and has agreed to file a resale registration statement and obtain stockholder approval within defined timeframes. The company will pay A.G.P./Alliance Global Partners a 7% cash fee on gross proceeds plus up to $60,000 of expenses, and insiders are subject to a 90-day lock-up after the resale registration becomes effective.