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. (VSEE) entered into a Strata Purchase Agreement with Clearthink Capital Partners, LLC on September 2, 2026, under which Clearthink committed to purchase up to $5.0 million of VSee common stock at VSee’s direction, subject to conditions and effectiveness of a resale registration statement.
VSee may issue Request Notices over an approximately 36‑month period, with each draw limited to the lesser of $1,000,000 or 300% of the average trading volume over the prior eight trading days. The purchase price per share will be 85% of the lowest daily closing price during the ten trading days before each purchase date. Clearthink cannot demand sales and is capped at 9.99% beneficial ownership of VSee’s outstanding common stock.
As consideration for Clearthink’s commitment, VSee agreed to issue 40,000 shares of common stock as Commitment Fee Shares, deemed earned upon signing. The company states that any proceeds from sales under this facility are expected to be used for working capital and general corporate purposes, relying on Section 4(a)(2) and Regulation D exemptions.
VSee Health, Inc. (VSEE) reported that on August 27, 2026, Scott Metzger resigned, effective immediately, from its Board of Directors and from the Board’s Compensation Committee. The company states that Mr. Metzger’s resignation is not due to any disagreement regarding operations, policies, or practices.
The company’s common stock has a par value of $0.0001 per share and trades under the symbol VSEE, with warrants trading as VSEEW, each entitling the holder to purchase one share of common stock at $11.50 per whole share.
VSEE HEALTH, INC. (VSEE) reported the results of its August 25, 2026 annual meeting of stockholders. Common stock outstanding as of the July 6, 2026 record date was 55,679,813 shares, and 121.698 shares of preferred stock were outstanding; holders representing 50.65% of combined voting power were present, constituting a quorum.
Stockholders elected Kevin Lowdermilk and Colin O’Sullivan as directors until the 2029 annual meeting. They also ratified WWC, P.C. as independent registered public accounting firm for the year ending December 31, 2026. In addition, stockholders approved giving the board discretionary authority to implement one or more Reverse Stock Splits of the common stock within a range of 1-for-20 up to 1-for-80, provided aggregate splits do not exceed 1-for-80 and any reverse split is completed no later than the second anniversary of the record date. An adjournment proposal related to these items was also approved.
VSee Health, Inc. operates a telehealth services business centered on iDoc and reports continued losses and liquidity pressure for the quarter ended June 30, 2026. From continuing operations, revenue rose to $1.56 million for the quarter and $3.44 million for the first six months of 2026, up from $1.06 million and $2.25 million in the prior-year periods, but gross margin compressed and operating expenses increased, leading to a six‑month loss from continuing operations of $4.34 million.
Including discontinued operations, the company recorded net income driven by the May 31, 2026 divestiture of VSee Lab to former co‑CEO Milton Chen, recognizing a $4.17 million gain and cancelling 2,870,069 common shares. Cash fell sharply to $454,151 from $5.05 million at year‑end, with $2.50 million of operating cash outflows from continuing operations in the first half. Total assets were $16.73 million and total liabilities $9.14 million, leaving equity of $7.59 million. Management states that recurring losses, an accumulated deficit of $84.17 million, and limited liquidity raise substantial doubt about the company’s ability to continue as a going concern, despite past funding through debt and equity and ongoing efforts to improve its position.
VSee Health, Inc. has received an updated ownership report showing that Armistice Capital, LLC and Steven Boyd, together defined as the Reporting Persons, beneficially own 4,079,129 shares of VSee Health common stock. This represents 7.33% of the outstanding common stock.
The Reporting Persons report no sole voting or dispositive power over these shares and instead have shared voting and shared dispositive power over all 4,079,129 shares. The shares are held directly by Armistice Capital Master Fund Ltd., for which Armistice Capital serves as investment manager under an Investment Management Agreement. Armistice Capital and Mr. Boyd may be deemed to beneficially own these securities, while the Master Fund has the right to receive dividends and sale proceeds.
VSee Health, Inc. reported that Nasdaq’s Listing Qualifications Staff has issued a Staff Delisting Determination after its securities had a closing bid price of $0.10 or less for ten consecutive trading days during an existing bid-price compliance period. The company had previously received notice of noncompliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 bid price, and was given until March 27, 2026, later extended to September 21, 2026, to regain compliance.
Nasdaq has determined to delist VSee Health’s common stock and warrants from the Nasdaq Capital Market, and trading will be suspended at the opening on August 6, 2026, with a Form 25-NSE to remove the securities from listing and registration. VSee Health may request a hearing before the Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on August 6, 2026, with a non-refundable $20,000 fee, but the company notes there is no assurance of success and a timely hearing request will not stay the trading suspension.
On June 30, 2026, VSee Health, Inc. entered into a securities purchase agreement with an institutional investor, issuing an unsecured convertible promissory note (the Labrys Note) with aggregate principal of $336,000, including an original issue discount of $36,000 and a one-time 12% interest charge, due June 30, 2027.
The investor may require up to 50% of future cash proceeds from specified sources to repay the note. After certain timing and registration conditions, the note is convertible into common stock at 75% of the lowest closing bid price over the 10 trading days before conversion, subject to a 4.99% beneficial ownership cap. The securities were issued in a private placement exempt from registration under Section 4(a)(2) and Regulation D.
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.