false
0001864531
0001864531
2025-10-22
2025-10-22
0001864531
vsee:CommonStock0.0001ParValuePerShareMember
2025-10-22
2025-10-22
0001864531
vsee:WarrantsWhichEntitlesHolderToPurchaseOne1ShareOfCommonStockAtPriceOf11.50PerWholeShareMember
2025-10-22
2025-10-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 22, 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 5.08 Shareholder Director Nominations.
To the extent applicable, the information in Item
8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01 Other Events.
On October 22, 2025, the board of directors (the
“Board”) of VSee Health, Inc. (the “Company”) established December 15, 2025 as the date of the Company’s
2025 annual meeting of stockholders (the “2025 Annual Meeting”) and set November 20, 2025 as the record date for determining
stockholders who are eligible to receive notice of and vote at the 2025 Annual Meeting. The Company will publish additional details regarding
the exact time, location and matters to be voted on at the 2025 Annual Meeting in the Company’s proxy statement for the 2025 Annual
Meeting.
In order for stockholder proposals to be presented at the 2025 Annual Meeting, including by means of inclusion of a stockholder proposal
in the Company’s proxy materials under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the Company must receive proper notice at the Company’s principal executive offices not later than the close of business on November
7, 2025, which the Company has determined to be a reasonable time before it expects to begin to print and distribute its proxy materials
prior to the 2025 Annual Meeting. Any such proposal must also meet the requirements set forth in the rules and regulations of the Securities
and Exchange Commission in order to be eligible for inclusion in the proxy materials for the 2025 Annual Meeting. The November 7, 2025
deadline will also apply in determining whether notice of a stockholder proposal is timely for purposes of exercising discretionary voting
authority with respect to proxies under Rule 14a-4(c) of the Exchange Act. In addition, pursuant to the Company’s amended and restated
by-laws, for business to be properly brought before the 2025 Annual Meeting by a stockholder, the Company must receive proper notice
at the Company’s principal executive offices not later than the close of business on November 7, 2025. In addition to satisfying
the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director
nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under
the Exchange Act by November 7, 2025.
All proposals must be addressed to the Secretary and Chief Financial Officer of the Company at “VSee Health, Inc., 980 N. Federal
Highway, Suite 304, Boca Raton, Florida 33432, Attention: Secretary and Chief Financial Officer.”
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 28, 2025 |
VSEE HEALTH, INC. |
| |
|
|
| |
By: |
/s/ Imoigele Aisiku |
| |
Name: |
Imoigele Aisiku |
| |
Title: |
Co-Chief Executive Officer |
2
