VSee Health (VSEE) cuts quorum to one-third and schedules 2025 annual meeting

Rhea-AI Filing Summary

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.

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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): December 17, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 17, 2025, the Board of Directors of VSee Health, Inc. (the “Company”) approved an amendment of the Company’s Bylaws to reduce the quorum needed for stockholder meetings to one-third (33.33%) of the voting power of the shares of capital stock of the Company issued and outstanding and entitled to vote at a meeting of stockholders, present in person or represented by proxy. The quorum requirement was also applied retroactively to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on December 30, 2025, beginning at 2:30 p.m. eastern time via live webcast at the following address: https://www.cstproxy.com/vseehealth/2025.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
3.1		Amendment No. 1 to the Amended and Restated Bylaws of VSee Health, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: December 18, 2025	VSEE HEALTH, INC.
	By:	/s/ Milton Chen
	Name:	Milton Chen
	Title:	Co-Chief Executive Officer

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FAQ

What corporate change did VSEE Health, Inc. disclose in this 8-K filing?

VSee Health, Inc. disclosed that its Board of Directors approved an amendment to the company’s Bylaws to reduce the quorum requirement for stockholder meetings to one-third (33.33%) of the voting power of outstanding shares entitled to vote, present in person or by proxy.

What is the new quorum requirement for VSEE (VSEE) stockholder meetings?

The new quorum requirement for VSee Health, Inc. stockholder meetings is one-third (33.33%) of the voting power of the company’s issued and outstanding shares entitled to vote, present in person or represented by proxy.

Does the new quorum standard apply to VSEE’s 2025 Annual Meeting?

Yes. The amended quorum requirement of one-third (33.33%) has been applied retroactively to VSee Health, Inc.’s 2025 Annual Meeting of Stockholders.

When and how will VSEE Health, Inc.’s 2025 Annual Meeting be held?

The 2025 Annual Meeting of Stockholders will be held on December 30, 2025, beginning at 2:30 p.m. Eastern Time via live webcast at https://www.cstproxy.com/vseehealth/2025.

What exhibit was filed in connection with the VSEE bylaw amendment?

The company filed Exhibit 3.1, which is Amendment No. 1 to the Amended and Restated Bylaws of VSee Health, Inc., documenting the change to the quorum requirement.

Who signed the VSEE Health, Inc. report related to this bylaw change?

The report was signed on behalf of VSee Health, Inc. by Milton Chen, who is identified as Co-Chief Executive Officer.