VSee Health (NASDAQ: VSEE) registers 33.8M shares; debt default notice attached

Rhea-AI Filing Summary

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.

Insights

Securities Attorney

Resale registration updated; default notice creates conditional acceleration risk.

The prospectus supplement updates a resale offering registering 33,808,195 shares for resale by named selling stockholders, including pre-funded warrants and common warrants. The filing reiterates that these are resale transactions by selling holders rather than primary proceeds for the issuer.

The Form 8-K attached discloses a notice asserting an Event of Default under an 8% secured promissory note for $271,739.13, which could permit the holder to accelerate debt and enforce collateral if not cured within the stated cure period. Timing and outcome are not disclosed; subsequent filings may describe resolution steps.

Corporate Finance Analyst

Large resale registration in place; potential overhang from warrants and conversions.

The registration covers common shares issuable from multiple instruments: convertible preferred, pre-funded warrants and warrants totaling 33,808,195 shares. The filing lists the constituent amounts explicitly, which signals a sizeable potential supply of shares available for resale by holders.

The Form 8-K also notes a claimed default on a $271,739.13 promissory note; the company states it is evaluating consensual resolution alternatives and preserving defenses. Cash‑flow treatment and cure actions are not described in the excerpt.

Key Figures

Registered shares: 33,808,195 shares Manatt Shares: 3,000,000 shares Series B Shares (conversion): 1,300,000 shares +6 more

9 metrics

Registered shares 33,808,195 shares Aggregate resale registration stated in the prospectus supplement

Manatt Shares 3,000,000 shares Manatt, Phelps & Phillips, LLP holdings listed in the registration

Series B Shares (conversion) 1,300,000 shares Issuable upon conversion of Series B Convertible Preferred Stock

Armistice pre-funded warrant shares 9,836,065 shares Issuable upon exercise of Armistice pre-funded warrants exercisable for $0.0001 per share

Armistice warrant shares 19,672,130 shares Issuable upon exercise of Armistice common warrants

Promissory note principal $271,739.13 Aggregate principal of 8% original issue discount secured promissory note cited in Form 8-K

Common stock last sale $0.11 Last reported sale price on Nasdaq on June 25, 2026

Public warrant last sale $0.0354 Last reported sale price of public warrant on Nasdaq on June 25, 2026

Public warrant exercise price $11.50 per whole share Warrants listed in table entitle holder to purchase one share at $11.50

Key Terms

pre-funded warrant, Series B Convertible Preferred Stock, original issue discount secured promissory note, resale registration

4 terms

pre-funded warrant financial

"Armistice Pre-Funded Warrants exercisable for $0.0001 per share"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

Series B Convertible Preferred Stock financial

"Series B Convertible Preferred Stock, par value $0.0001 per share and a stated value equal to $1,000 per share"

Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.

original issue discount secured promissory note financial

"8% original issue discount secured promissory note in the aggregate principal amount of $271,739.13"

resale registration regulatory

"resale by the selling stockholders named in the Prospectus of up to an aggregate of 33,808,195 shares"

Resale registration is the formal filing with securities regulators that allows previously restricted or privately held shares to be sold publicly. Think of it as getting official permission to unlock and list a sealed package of stock so it can be traded openly; that matters to investors because it increases liquidity, can change the number of shares available on the market, and reduces legal risk for sellers, all of which can affect a company’s share price.

Offering Details

resale/secondary

Offering

Offering Type resale/secondary

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Available on EDGAR 06/26/2026 - 04:39 PM Accepted by SEC EDGAR 06/26/2026 - 04:35 PM Learn about SEC filing dates

FAQ

What does VSEE's prospectus supplement register?

The supplement registers up to 33,808,195 shares of Common Stock for resale by selling stockholders. It lists constituent amounts including 3,000,000 Manatt Shares, 1,300,000 Series B Shares, 9,836,065 pre-funded warrant shares and 19,672,130 warrant shares.

Who may sell the registered shares in the VSEE prospectus supplement?

The registered shares are offered for resale by named selling stockholders, including Manatt and Armistice. The supplement describes resale by those holders, not an issuer primary offering, so proceeds from resales flow to selling holders, not the company.

What debt issue did VSEE disclose in the attached Form 8-K?

The Form 8-K reports receipt of 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. The company is evaluating resolution alternatives and did not disclose cure actions in the excerpt.

What are the publicly reported market prices mentioned in the supplement?

The supplement states the last reported sale price of VSee common stock was $0.11 per share and the public warrant price was $0.0354 per warrant as of June 25, 2026, per Nasdaq quotations cited in the document.

Do the registered securities include shares from warrant exercises and conversions?

Yes. The registration explicitly includes shares issuable upon exercise or conversion: 1,300,000 Series B Shares (conversion), 9,836,065 pre-funded warrant shares, and 19,672,130 warrant shares, as stated in the supplement.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-292464

PROSPECTUS SUPPLEMENT NO. 5

(to prospectus dated January 7, 2026)

 

VSee Health, Inc.

3,000,000 Shares of Common Stock

Up to 1,300,000 Shares of Common Stock Issuable Upon Exercise of the Series B Convertible Preferred Stock

Up to 19,672,130 Shares of Common Stock Issuable Upon Exercise of Warrants

Up to 9,836,065 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated January 7, 2026 (the “Prospectus”), with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on June 26, 2026 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.

The Prospectus and this prospectus supplement relate to the resale by the selling stockholders named in the Prospectus (each a “Selling Stockholder” and, collectively, the “Selling Stockholders”) from time to time of up to an aggregate of 33,808,195 shares of our common stock, par value $0.0001 per share (the “Common Stock”), consisting of: (i) 3,000,000 shares of Common Stock (the “Manatt Shares”) held by Manatt, Phelps & Phillips, LLP, (ii) up to 1,300,000 shares of Common Stock (the “Series B Shares”) issuable upon conversion of 2,000 shares of Series B Convertible Preferred Stock, par value $0.0001 per share and a stated value equal to $1,000 per share (subject to increase pursuant to the terms thereof) (the “Series B Preferred Stock”), held by Manatt, (iii) 9,836,065 shares of Common Stock (the “Armistice Pre-Funded Warrant Shares”) issuable upon the exercise of pre-funded warrants held by Armistice, exercisable for $0.0001 per share (the “Armistice Pre-Funded Warrants”) and (iv) 19,672,130 shares of Common Stock (the “Armistice Warrant Shares” and together with the Series B Preferred Stock, the Manatt Shares, the Series B Shares and the Armistice Pre-Funded Warrant Shares, the “Securities”) issuable upon exercise of common warrants (the “Armistice Warrants”) held by Armistice. The Armistice Warrants and Armistice Pre-Funded Warrants were issued in connection with a private placement transaction that closed on December 1, 2025 (the “Armistice Private Placement”). The Manatt Shares and the Series B Preferred Stock were issued in connection with a private placement transaction that closed on December 9, 2025 (the “Manatt Private Placement” and together with the Armistice Private Placement, the “Private Placements”)). For additional information regarding the issuances of the Armistice Pre-Funded Warrants, Armistice Warrants, the Series B Preferred Stock, the Manatt Shares and the Private Placements, see the section titled “Issuance of Securities to the Selling Stockholders” in the Prospectus.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Common Stock and public warrants are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “VSEE” and “VSEEW,” respectively. The last reported sale price of our Common Stock on Nasdaq on June 25, 2026 was $0.11 per share and the last reported sale price of our public warrant on Nasdaq was $0.0354 per public warrant.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 10 of the Prospectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is June 26, 2026

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2026 (June 11, 2026)

VSEE HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41015		86-2970927
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

980 N Federal Hwy #304 Boca Raton, Florida		33432
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 672-7068

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		VSEE		The Nasdaq Stock Market LLC
Warrants, which entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share		VSEEW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On June 12, 2026, the VSee Health, Inc., a Delaware corporation (the “Company”) received a notice, dated June 11, 2026 (the “Notice”), from ADI Funding, LLC (the “Holder”), the holder of the Company’s 8% original issue discount secured promissory note in the aggregate principal amount of $271,739.13 (including the original issue discount of $21,739.13) (the “Promissory Note”). In the Notice, the Holder asserted that an Event of Default had occurred and was continuing under the Promissory Note and related securities purchase agreement, dated June 8, 2026 (the “SPA”), based on the Company’s alleged failure to file a resale registration statement on Form S-1 to register shares for resale pursuant to the Purchase Agreement, the failure to file a Form 8-K related to the Purchase Agreement and failure to issue transfer agent instructions, in each case no later than June 11, 2026. Capitalized terms used under this Item 2.04 but not otherwise defined herein shall have the meanings ascribed to them in the Promissory Note.

Pursuant to Section 2.2 of the Promissory Note, the Company has ten (10) Trading Days from the occurrence of the Event of Default to cure the default. If the default is not fully cured within the applicable cure period, the Holder may exercise all rights and remedies available under the transaction documents, including acceleration of the debt, enforcement of collateral rights, recovery of attorneys' fees and costs, and pursuit of all available legal and equitable remedies, including seeking payment of all amounts due under the Promissory Note, including the Mandatory Default Amount.

The Company is evaluating potential resolution alternatives, including a consensual resolution of the asserted obligations, while preserving all rights, remedies and defenses available to the Company under the transaction documents and applicable law. No assurance can be given as to the timing or outcome of this matter.

The Promissory Note and the SPA were previously filed as exhibits to the Company's Current Report on Form 8-K filed on June 11, 2026 and are incorporated herein by reference.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 26, 2026	VSEE HEALTH, INC.
	By:	/s/ Imoigele Aisiku
	Name:	Imoigele Aisiku
	Title:	Chief Executive Officer

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