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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 22, 2026
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 |
|
OTC |
| Warrants, which entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share |
|
VSEEW |
|
OTC |
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 September 22, 2026, VSee Health, Inc.
(the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second
Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of its issued common stock, par value $0.0001
per share (“Common Stock”), in the ratio of 1-for-80 (the “Reverse Stock Split”), which will become effective
at 5:00 p.m., eastern time, on September 23, 2026. The Common Stock will begin trading on a split-adjusted basis
at the market open on Thursday, September 24, 2026.
The Reverse Stock Split and the form
of Certificate of Amendment were previously approved by the Company’s Board of Directors and the Company’s stockholders. The
new CUSIP number for the Common Stock following the Reverse Stock Split is 92919Y 201. No fractional shares will be issued as a result
of the Reverse Stock Split. Instead, any fractional shares that would have resulted from the Reverse Stock Split will be rounded up to
the next whole number. The Reverse Stock Split affects all stockholders uniformly and will not alter any stockholder’s percentage
interest in the Company’s outstanding Common Stock, except for adjustments that may result from the treatment of fractional shares.
The number of authorized shares of Common Stock of the Company and number of authorized, issued, and outstanding shares of the preferred
stock of the Company were not changed.
The above description of the Certificate
of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Certificate of Amendment to Second Amended and Restated Certificate of Incorporation filed September 22, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 23, 2026 |
VSEE HEALTH, INC. |
| |
|
|
| |
By: |
/s/ Imoigele
Aisiku |
| |
Name: |
Imoigele Aisiku |
| |
Title: |
Chief Executive Officer |
