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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 24, 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.
On
September 24, 2025, VSee Health, Inc. (the “Company”) received a letter (the “Nasdaq Staff Deficiency Letter”)
from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating
that, for the last thirty consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00
per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until March
23, 2026, to regain compliance. The Nasdaq Staff Deficiency Letter states that Staff will provide written notification that the Company
has achieved compliance with Rule 5550(a)(2) if, at any time before March 23, 2026, the bid price of the Company’s common stock
closes at $1.00 per share or more for a minimum of ten consecutive business days. The Nasdaq Staff Deficiency Letter has no immediate
effect on the listing or trading of the Company’s common stock.
The
Company intends to monitor the bid price of its common stock and consider available options if its common stock does not trade at a level
likely to result in the Company regaining compliance with Nasdaq’s minimum bid price rule by March 23, 2026.
If
the Company does not regain compliance with Rule 5550(a)(2) by March 23, 2026, the Company may be eligible for an additional 180 calendar
day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and
would need to provide written notice of its intention to cure the deficiency during the second compliance period, for example, by effecting
a reverse stock split, if necessary. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or
if the Company is otherwise not eligible, the Staff would notify the Company that its securities, including its common stock and public
warrants, would be subject to delisting. In the event of such a notification, the Company may appeal the Nasdaq staff’s determination
to delist its securities.
As previously reported, the
Company is currently not in 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 Quarterly Report on Form 10-Q for the periods ended March 31,
2025 and June 30, 2025. The Company is also not currently in compliance with Nasdaq Listing Rule 5550(b)(1) because the Company’s
stockholders’ equity had fallen below the $2,500,000 required minimum for continued listing as of December 31, 2024. The Company
is working on remedying these deficiencies, but there can be no assurance that the Company will be eligible for the additional 180 calendar
day compliance period, or that the Staff would grant the Company’s request for continued listing subsequent to any delisting notification.
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 on Form 8-K include, without limitation, statements regarding the Company’s intent to monitor
the bid price of its common stock and consider available options. 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 meet the bid price requirement during any compliance
period or otherwise in the future, otherwise meet Nasdaq compliance standards, 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 on Form 8-K 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.
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 26, 2025 |
VSEE HEALTH, INC. |
| |
|
|
| |
By: |
/s/ Imoigele Aisiku |
| |
Name: |
Imoigele Aisiku |
| |
Title: |
Co-Chief Executive Officer |
