Nasdaq flags VSee Health (VSEE) for equity deficit and delisting risk

Rhea-AI Filing Summary

VSee Health, Inc. reports that Nasdaq has moved toward delisting its common stock and public warrants after determining the company is not in compliance with multiple listing rules. Nasdaq staff previously denied VSee’s request to continue listing because it failed to timely file its 2024 Form 10-K and 2025 Form 10-Qs, though the 2024 Form 10-K and an amendment were filed in late August 2025.

On September 2, 2025, VSee received an additional notice that it is out of compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 of stockholders’ equity; VSee instead reported a stockholders’ deficit of $18,488 as of December 31, 2024. A Nasdaq Hearings Panel will hold an appeal hearing on September 9, 2025, and may consider both the filing delays and the equity deficiency. Trading in VSee’s securities may be suspended and the company expects its stock and warrants to move to the OTC Markets if delisted, which could reduce liquidity and weigh on trading prices.

Positive

• None.

Negative

• Nasdaq delisting risk: Nasdaq staff has denied VSee’s request to continue listing and a hearings panel will consider both late SEC filings and an equity deficiency, creating a real possibility of delisting.
• Equity shortfall: VSee reports a stockholders’ deficit of $18,488 versus the Nasdaq minimum stockholders’ equity requirement of $2,500,000, signaling balance sheet weakness relative to listing standards.
• Potential liquidity and pricing impact: The company expects its stock and warrants to move to OTC Markets if delisted, which it warns may lead to a very limited market and adversely affect trading prices.

Insights

Equity and listing standards analyst

VSee now faces a real risk of Nasdaq delisting due to late filings and an equity shortfall.

VSee Health discloses that Nasdaq staff has denied its request to remain listed after repeated delays in filing its 2024 Form 10-K and 2025 Form 10-Qs. Although the company has now filed its 2024 Form 10-K and an amendment, Nasdaq will still weigh this history of non-compliance under Listing Rule 5250(c)(1) at a hearing on September 9, 2025.

The new, and more structural, concern is non-compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 of stockholders’ equity. VSee instead reported a stockholders’ deficit of $18,488 as of December 31, 2024, and the notice also states the company does not meet the alternative market value or net income tests. This combination suggests a weak balance sheet relative to Nasdaq’s minimum standards.

If the Nasdaq Hearings Panel does not rule in the company’s favor, the stock and warrants would be delisted and the company expects them to trade on the OTC Markets under the same symbols. The filing notes that delisting could lead to a very limited market, reduced ability for holders to sell, and potentially adverse effects on trading prices, making this development materially negative for current and prospective shareholders.

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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): September 2, 2025

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on August 5, 2025, VSee Health, Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Staff had determined to deny the Company’s request to continue listing on Nasdaq and that trading in the Company’s common stock (Nasdaq: VSEE) and public warrants (Nasdaq: VSEEW) will be suspended August 28, 2025 (although as of the filing of this Current Report on Form 8-K, trading has not been suspended). The Company filed an appeal with the Nasdaq Hearings Panel (the “Panel”), and a hearing before the Panel is scheduled to be held on September 9, 2025. The Staff’s determination to deny the Company’s request to continue listing on Nasdaq was based on the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the Company’s failure to timely file with the Securities and Exchange Commission (the “SEC”) its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its Quarterly Report on Form 10-Q for the period ended March 31, 2025. The Company received an additional notice from the Staff on August 20, 2025, because of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025.

The Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 with the SEC on August 28, 2025 (as amended on Form 10-K/A on August 29, 2025).

On September 2, 2025, the Company received an additional notification letter (the “Letter”) from the Staff indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”) because the Company’s stockholders’ equity had fallen below the $2,500,000 required minimum for continued listing. The Company’s stockholders’ deficit was $18,488 as of December 31, 2024, as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Letter also noted that, as of August 29, 2025, the Company did not meet the alternatives of market value of listed securities or net income from continuing operations pursuant to the Equity Rule. The Letter indicated that the Panel will also consider the Company’s non-compliance with the Equity Rule in rendering its determination regarding the Company’s continued listing on Nasdaq.

The Company intends to address all deficiencies before the Panel at the scheduled hearing. While the Company pursues those processes, trading in the Company’s common stock and public warrants may be suspended, unless the Panel grants an additional extension. As a result of the suspension in trading and expected delisting, the Company expects that its common stock and public warrants will begin trading under their current trading symbols, “VSEE” and “VSEEW,” respectively, on the OTC Markets system starting on the date trading of the Company’s common stock is suspended.

There can be no assurances that the Panel will grant the Company’s request for a stay of suspension. Additionally, there can be no assurances that the Company will be able to regain compliance with the Equity Rule, that the Panel will provide a decision in the Company’s favor after the hearing or that the Company will be able meet the continued listing requirements if the Company is permitted to continue trading on Nasdaq.

If the Panel does not provide a decision in favor of the Company, Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration on Form 25 with the SEC after applicable appeal periods have lapsed. Once the Company’s common stock and public warrants are delisted, there may be a very limited market in which the Company’s common stock and public warrants are traded, the Company’s stockholders and public warrants holders may find it difficult to sell their shares of common stock and public warrants, respectively, and the trading price of the Company’s common stock and public warrants may be adversely affected. 

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential,” “promise” or similar references to future periods. Examples of forward-looking statements in this current report include, without limitation, statements regarding the Company’s available options to regain compliance with the Equity Rule, resolve any deficiencies and regain compliance with Nasdaq listing rules. Forward-looking statements are statements that are not historical facts nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations, and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, that there can be no assurance that the Company will file the late periodic reports, that there can be no assurance that the Company will otherwise meet Nasdaq compliance standards, that there can be no assurance that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief, and the other important factors described under the caption “Risk Factors” in the Company’s filings with the SEC. Any forward-looking statement made by the Company in this current report is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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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: September 5, 2025	VSEE HEALTH, INC.
	By:	/s/ Imoigele Aisiku
	Name:	Imoigele Aisiku
	Title:	Co-Chief Executive Officer

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FAQ

Why is VSee Health (VSEE) at risk of Nasdaq delisting?

VSee Health reports that Nasdaq staff denied its request to continue listing after the company failed to timely file its 2024 Form 10-K and 2025 Form 10-Qs, and because it no longer meets Nasdaq’s minimum stockholders’ equity requirement under Listing Rule 5550(b)(1).

What Nasdaq listing rules has VSee Health (VSEE) failed to meet?

The company discloses non-compliance with Nasdaq Listing Rule 5250(c)(1) due to late SEC filings and Nasdaq Listing Rule 5550(b)(1) because its stockholders’ equity is below the required $2,500,000 minimum.

How low is VSee Health’s stockholders’ equity compared with Nasdaq’s requirement?

Nasdaq requires at least $2,500,000 of stockholders’ equity under Listing Rule 5550(b)(1), while VSee Health reported a stockholders’ deficit of $18,488 as of December 31, 2024.

When will Nasdaq decide on VSee Health’s continued listing?

A hearing before a Nasdaq Hearings Panel is scheduled for September 9, 2025, at which the panel will consider VSee Health’s appeal and its non-compliance with both the filing and equity requirements.

Where might VSee Health’s stock and warrants trade if they are delisted from Nasdaq?

The company states that, if trading on Nasdaq is suspended and the securities are delisted, it expects its common stock (VSEE) and public warrants (VSEEW) to begin trading on the OTC Markets system under the same symbols.

How could a Nasdaq delisting affect VSee Health shareholders and warrant holders?

VSee Health warns that once its common stock and warrants are delisted, there may be a very limited market for trading, investors may find it difficult to sell, and the trading prices of the securities may be adversely affected.