Welcome to our dedicated page for VSEE HEALTH SEC filings (Ticker: VSEE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The VSee Health, Inc. (NASDAQ: VSEE) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As a telehealth technology and services company in the health information services sector, VSee uses its filings to report on business operations, capital structure, financing arrangements, and Nasdaq listing matters.
Investors can review annual reports on Form 10-K and quarterly reports on Form 10-Q for information on VSee’s healthcare technology and telehealth services segments, revenue composition, costs, and risk factors. These core filings outline how the company describes its AI-powered telehealth platform, high-acuity virtual care services, and digital health offerings that integrate secure video, device data, and EHR connectivity for hospital systems, health networks, employers, and enterprise partners.
VSee’s current reports on Form 8-K document material events such as private placements of common stock and warrants, convertible note agreements, warrant exchanges, equity line of credit arrangements, and amendments tied to Nasdaq stockholders’ equity requirements. Recent 8-K and 8-K/A filings describe steps the company has taken to address Nasdaq Listing Rule 5550(b)(1), including capital transactions and conversions of outstanding instruments, as well as governance items like annual meeting scheduling and bylaw amendments affecting quorum.
Through this page, users can also locate proxy materials on Schedule 14A, which detail proposals for director elections, auditor ratification, equity incentive plans, and adjournment authority, along with information on voting rights for common and preferred stock. For those monitoring ownership and compensation, insider transactions and related disclosures can be reviewed via the relevant SEC forms where available.
Stock Titan enhances these filings with AI-powered summaries that highlight key points from lengthy documents, helping readers quickly understand complex capital structures, financing terms, and operational disclosures without replacing the full text of the official filings.
VSee Health, Inc. entered into a Settlement Agreement and Mutual Release on July 21, 2026 with ADI Funding LLC and M2B Funding Corp. ADI holds a Secured Promissory Note dated June 8, 2026 with an original principal amount of $271,739.13, issued under earlier transaction documents. ADI had previously sent notice alleging an Event of Default related to obligations tied to an equity line of credit with M2B, including filing a resale Form S-1 and issuing related shares.
The Settlement Agreement resolves all disputes arising from those transactions and provides for cash consideration, Settlement Notes and Settlement Shares for ADI and M2B. An Event of Default under the Settlement Agreement includes failure to make payments, issue the Settlement Notes or Settlement Shares, file a Form 8-K disclosing the agreement, or comply with material covenants. Upon default, all obligations accelerate, unpaid notes accrue 18% interest, conversion rights become immediately exercisable, ADI’s prior rights are reinstated, and the Company must cover related fees and expenses. The mutual release is conditioned on completing the cash payment, issuing the notes and shares, and making the SEC disclosure. The Settlement Notes and Settlement Shares are being issued in private transactions relying on Section 4(a)(2) and/or Regulation D exemptions from Securities Act registration.
VSee Health, Inc. is asking stockholders to vote at a virtual annual meeting on August 25, 2026 on four items: electing two Class II directors to terms ending in 2029, ratifying WWC, P.C. as auditor for 2026, authorizing a reverse stock split, and permitting meeting adjournments if more time is needed to solicit votes.
The board seeks authority to implement one or more reverse stock splits of the common stock at ratios from 1-for-20 up to an aggregate 1-for-80 within two years of the July 6, 2026 record date, mainly to support Nasdaq listing compliance and broaden institutional interest, while warning of possible reduced liquidity, dilution from future issuances, and no assurance of sustained price improvement.
As of the record date there were 55,679,813 common shares and 121.6980 preferred shares outstanding, together entitled to 55,692,0‑plus votes, with quorum set at one-third of voting power. The proxy details a classified, majority-independent board, committee structure, significant related-party financing and debt-to-equity conversions, and discloses that the company currently lacks formalized cybersecurity measures but plans to develop a board‑overseen framework.
VSee Health, Inc. is calling a virtual annual stockholders meeting on August 25, 2026 to elect two Class II directors, ratify auditor WWC, P.C. for the year ending December 31, 2026, approve a large reverse stock split authorization, and permit adjournment if votes are insufficient.
The reverse stock split proposal would allow the board, any time up to the second anniversary of the July 6, 2026 record date, to implement one or more reverse splits of the common stock between 1‑for‑2 and up to 1‑for‑250 in the aggregate, without changing the 100,000,000 authorized shares. The company states this is intended to help meet Nasdaq Capital Market listing requirements, broaden institutional interest, and potentially reduce Delaware franchise tax, while acknowledging possible reduced liquidity and that substantial dilution is expected from existing convertible securities and future financings.
As of July 6, 2026 there were 55,679,813 common shares outstanding and 121.6980 preferred shares, together entitled to 55,691,982.8 votes. Armistice Capital, LLC holds 6,180,020 common-equivalent shares (9.99% under a beneficial ownership limitation). CEO Imoigele Aisiku beneficially owns 5,380,040 shares (9.66%.). The proxy also discloses that cybersecurity controls are still being developed and that audit fees totaled $250,000 for 2025 and $1,870,422 for 2024. The board unanimously recommends voting “FOR” all proposals.
VSee Health, Inc. has set its 2026 annual meeting of stockholders for August 25, 2026. Stockholders of record as of July 6, 2026 will be entitled to receive notice of and vote at the meeting. Additional details on the time, location and agenda will appear in the company’s proxy statement.
To present stockholder proposals at the meeting or seek inclusion under Rule 14a-8, the company must receive proper notice at its Boca Raton headquarters by the close of business on July 17, 2026. The same July 17, 2026 deadline applies for proposals affecting discretionary voting under Rule 14a-4(c), as well as for business brought under the company’s by-laws and notices required under the universal proxy rules, including Rule 14a-19 for alternative director nominees.
VSee Health, Inc. entered into two unsecured convertible note financings with institutional investors, raising aggregate principal of $280,000 from ClearThink and $295,550 from Vanquish, each including an original issue discount. The ClearThink note carries a one-time 10% interest charge, matures on June 22, 2027, and becomes convertible after 180 days at 85% of the lowest closing price over the prior ten trading days, with a $0.01 floor and a 4.99% beneficial ownership cap.
The Vanquish note carries a one-time 12% interest charge, matures on April 15, 2027, and is convertible after the later of 180 days from issuance or an Event of Default at 75% of the lowest closing bid price over the prior ten trading days, also subject to a 4.99% beneficial ownership cap. Both notes were issued in private placements exempt from registration under Section 4(a)(2) and/or Regulation D.
VSee Health, Inc. filed a prospectus supplement and attached Form 8-K to update a resale registration that covers up to 33,808,195 shares of Common Stock. The registered shares comprise 3,000,000 Manatt Shares, up to 1,300,000 Series B Shares, 9,836,065 Armistice pre-funded warrant shares and 19,672,130 Armistice warrant shares. The supplement incorporates a Form 8-K reporting receipt of a notice claiming an Event of Default under an 8% original issue discount secured promissory note in the aggregate principal amount of $271,739.13; the company is evaluating resolution alternatives.
VSee Health, Inc. reports that noteholder ADI Funding, LLC has delivered a notice asserting an Event of Default under an 8% original issue discount secured promissory note with an aggregate principal amount of $271,739.13, including an original issue discount of $21,739.13.
The holder’s notice alleges the company failed to meet several obligations tied to a June 8, 2026 securities purchase agreement, including filing a resale registration statement and issuing transfer agent instructions by June 11, 2026. Under the note, VSee Health has ten Trading Days from the Event of Default to cure. If not cured, the holder may accelerate the debt, enforce collateral rights, seek payment of all amounts due including any Mandatory Default Amount, and recover attorneys’ fees and costs. The company is evaluating potential resolution alternatives, including a consensual resolution, while expressly preserving all of its rights, remedies and defenses.
VSee Health, Inc. filed a prospectus supplement registering for resale up to 33,808,195 shares of Common Stock by named selling stockholders, including 3,000,000 Manatt Shares, up to 1,300,000 Series B Shares, 9,836,065 pre-funded warrant shares and 19,672,130 warrant shares. The supplement incorporates Form 8-K disclosure of a Standby Equity Purchase Agreement dated June 2, 2026 under which YA II PN, LTD. commits up to $10,000,000 in purchase capacity through June 2, 2029, subject to a Nasdaq Exchange Cap of 9,715,140 shares (approximately 19.99%) and an ownership limit of 4.99%. Pricing under the SEPA is set at 97% of the lowest daily VWAP during a three-consecutive trading day Pricing Period. The prospectus supplement and Prospectus govern resale mechanics; proceeds treatment is for selling stockholders.
VSee Health, Inc. entered into a high-interest note financing with an institutional investor. The company issued an 8% original issue discount secured promissory note with an aggregate principal amount of $271,739.13, which includes an original issue discount of $21,739.13. The note bears interest at 18% per annum and matures on December 8, 2026.
The company may prepay all or part of the note at 100% of the amount redeemed plus a 10% prepayment fee. If VSee receives proceeds from an equity line of credit with the same holder, it must repay the entire outstanding balance within two business days. The note is secured by certain company assets under a related security agreement.
VSee Health, Inc. entered into a Standby Equity Purchase Agreement with YA II PN, LTD., giving the company the right to sell up to $10 million of common stock over time. The arrangement runs until June 2, 2029, unless the full commitment is used or it is terminated earlier.
Shares sold under each Advance will be priced at 97% of the lowest daily VWAP over a three-day pricing period. VSee will issue 532,481 commitment shares and pay a $25,000 structuring fee from the first Advance. Issuances are capped at 9,715,140 shares, about 19.99% of pre-agreement outstanding shares, and the investor’s beneficial ownership is limited to 4.99%.