[8-K] VSEE HEALTH, INC. Reports Material Event

Rhea-AI Filing Summary

VSee Health, Inc. entered a warrant exchange agreement with an accredited institutional investor. The holder agreed to exercise approximately 130,000 outstanding IPO warrants for cash pursuant to their terms and to exchange an additional 2,250,000 outstanding IPO warrants for 2,175,000 shares of common stock. The new shares are being issued in reliance on Section 3(a)(9) of the Securities Act.

For ten days following the agreement date, the company agreed it will not, subject to certain exemptions, (A) issue common stock or equivalents, (B) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding common stock, or (C) file a registration statement relating to any common stock or equivalents.

Insights

Capital markets analyst

Neutral: modest cash-in from exercises and reduced warrant overhang.

The agreement pairs a cash exercise of approximately 130,000 outstanding warrants with an exchange of 2,250,000 warrants into 2,175,000 common shares under Section 3(a)(9). This reduces outstanding warrants while adding common shares, shifting potential dilution from contingent to current equity.

The filing lists a ten-day standstill on new issuances, structural actions like reverse splits, and registration filings, subject to exemptions. Actual market impact depends on holder behavior and secondary trading of the newly issued shares.

Key figures are the 130,000 warrants to be exercised for cash and the 2,250,000 warrants exchanged for 2,175,000 shares on October 29, 2025. Subsequent filings may detail post-transaction warrant counts.

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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): October 29, 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 1.01 Entry into a Material Definitive Agreement

On October 29, 2025, VSee Health, Inc. (the “Company”), entered into a warrant exchange agreement (the “Agreement”) with an accredited institutional investor (the “Holder”), whereby the Holder agreed to exercise approximately 130,000 outstanding warrants issued by the Company in connection with its initial public offering for cash, pursuant to the terms of such warrants, as well as exchange an additional 2,250,000 outstanding warrants issued by the Company in connection with its initial public offering for 2,175,000 shares of common stock of the Company. Such shares of common stock are being issued in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

The Company has agreed that for the ten day period following the date of the Agreement, that it will not, subject to certain exemptions, (A) issue common stock or equivalents thereto, (B) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding common stock or (C) file with the Securities and Exchange Commission a registration statement under the Securities Act relating to any shares of common stock or equivalents thereto.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
10.1		Warrant Exchange Agreement, dated October 29, 2025, by and between VSee Health, Inc. and the investor therein
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: October 29, 2025	VSEE HEALTH, INC.
	By:	/s/ Imoigele Aisiku
	Name:	Imoigele Aisiku
	Title:	Co-Chief Executive Officer

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FAQ

What did VSEE announce in its 8-K?

VSee Health entered a warrant exchange agreement in which a holder will exercise approximately 130,000 IPO warrants for cash and exchange 2,250,000 warrants for 2,175,000 common shares.

How many shares will be issued to the warrant holder (VSEE)?

VSee Health will issue 2,175,000 shares of common stock in exchange for 2,250,000 outstanding IPO warrants under Section 3(a)(9).

Is there a lock-up or standstill period in the agreement (VSEE)?

Yes. For ten days after the agreement, VSee Health agreed, subject to exemptions, not to issue common stock or equivalents, effect certain recapitalization actions, or file a registration statement.

Will VSEE receive cash from this transaction?

Yes, the company will receive cash from the exercise of approximately 130,000 warrants, which will be exercised pursuant to the terms of those warrants.

Under what legal exemption are the shares being issued (VSEE)?

The 2,175,000 shares issued in the exchange are being made in reliance on Section 3(a)(9) of the Securities Act of 1933.

What securities of VSEE are listed on Nasdaq?

VSee Health’s Common Stock (VSEE) and Warrants (VSEEW) are listed on The Nasdaq Stock Market LLC.