VSEE HEALTH INC 8-K Filings

VSee Health, Inc. (VSEE) reported that on August 27, 2026, Scott Metzger resigned, effective immediately, from its Board of Directors and from the Board’s Compensation Committee. The company states that Mr. Metzger’s resignation is not due to any disagreement regarding operations, policies, or practices.

The company’s common stock has a par value of $0.0001 per share and trades under the symbol VSEE, with warrants trading as VSEEW, each entitling the holder to purchase one share of common stock at $11.50 per whole share.

VSEE HEALTH, INC. (VSEE) reported the results of its August 25, 2026 annual meeting of stockholders. Common stock outstanding as of the July 6, 2026 record date was 55,679,813 shares, and 121.698 shares of preferred stock were outstanding; holders representing 50.65% of combined voting power were present, constituting a quorum.

Stockholders elected Kevin Lowdermilk and Colin O’Sullivan as directors until the 2029 annual meeting. They also ratified WWC, P.C. as independent registered public accounting firm for the year ending December 31, 2026. In addition, stockholders approved giving the board discretionary authority to implement one or more Reverse Stock Splits of the common stock within a range of 1-for-20 up to 1-for-80, provided aggregate splits do not exceed 1-for-80 and any reverse split is completed no later than the second anniversary of the record date. An adjournment proposal related to these items was also approved.

VSee Health, Inc. reported that Nasdaq’s Listing Qualifications Staff has issued a Staff Delisting Determination after its securities had a closing bid price of $0.10 or less for ten consecutive trading days during an existing bid-price compliance period. The company had previously received notice of noncompliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 bid price, and was given until March 27, 2026, later extended to September 21, 2026, to regain compliance.

Nasdaq has determined to delist VSee Health’s common stock and warrants from the Nasdaq Capital Market, and trading will be suspended at the opening on August 6, 2026, with a Form 25-NSE to remove the securities from listing and registration. VSee Health may request a hearing before the Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on August 6, 2026, with a non-refundable $20,000 fee, but the company notes there is no assurance of success and a timely hearing request will not stay the trading suspension.

On June 30, 2026, VSee Health, Inc. entered into a securities purchase agreement with an institutional investor, issuing an unsecured convertible promissory note (the Labrys Note) with aggregate principal of $336,000, including an original issue discount of $36,000 and a one-time 12% interest charge, due June 30, 2027.

The investor may require up to 50% of future cash proceeds from specified sources to repay the note. After certain timing and registration conditions, the note is convertible into common stock at 75% of the lowest closing bid price over the 10 trading days before conversion, subject to a 4.99% beneficial ownership cap. The securities were issued in a private placement exempt from registration under Section 4(a)(2) and Regulation D.

VSee Health, Inc. entered into a Settlement Agreement and Mutual Release on July 21, 2026 with ADI Funding LLC and M2B Funding Corp. ADI holds a Secured Promissory Note dated June 8, 2026 with an original principal amount of $271,739.13, issued under earlier transaction documents. ADI had previously sent notice alleging an Event of Default related to obligations tied to an equity line of credit with M2B, including filing a resale Form S-1 and issuing related shares.

The Settlement Agreement resolves all disputes arising from those transactions and provides for cash consideration, Settlement Notes and Settlement Shares for ADI and M2B. An Event of Default under the Settlement Agreement includes failure to make payments, issue the Settlement Notes or Settlement Shares, file a Form 8-K disclosing the agreement, or comply with material covenants. Upon default, all obligations accelerate, unpaid notes accrue 18% interest, conversion rights become immediately exercisable, ADI’s prior rights are reinstated, and the Company must cover related fees and expenses. The mutual release is conditioned on completing the cash payment, issuing the notes and shares, and making the SEC disclosure. The Settlement Notes and Settlement Shares are being issued in private transactions relying on Section 4(a)(2) and/or Regulation D exemptions from Securities Act registration.

VSee Health, Inc. has set its 2026 annual meeting of stockholders for August 25, 2026. Stockholders of record as of July 6, 2026 will be entitled to receive notice of and vote at the meeting. Additional details on the time, location and agenda will appear in the company’s proxy statement.

To present stockholder proposals at the meeting or seek inclusion under Rule 14a-8, the company must receive proper notice at its Boca Raton headquarters by the close of business on July 17, 2026. The same July 17, 2026 deadline applies for proposals affecting discretionary voting under Rule 14a-4(c), as well as for business brought under the company’s by-laws and notices required under the universal proxy rules, including Rule 14a-19 for alternative director nominees.

VSee Health, Inc. entered into two unsecured convertible note financings with institutional investors, raising aggregate principal of $280,000 from ClearThink and $295,550 from Vanquish, each including an original issue discount. The ClearThink note carries a one-time 10% interest charge, matures on June 22, 2027, and becomes convertible after 180 days at 85% of the lowest closing price over the prior ten trading days, with a $0.01 floor and a 4.99% beneficial ownership cap.

The Vanquish note carries a one-time 12% interest charge, matures on April 15, 2027, and is convertible after the later of 180 days from issuance or an Event of Default at 75% of the lowest closing bid price over the prior ten trading days, also subject to a 4.99% beneficial ownership cap. Both notes were issued in private placements exempt from registration under Section 4(a)(2) and/or Regulation D.

VSee Health, Inc. reports that noteholder ADI Funding, LLC has delivered a notice asserting an Event of Default under an 8% original issue discount secured promissory note with an aggregate principal amount of $271,739.13, including an original issue discount of $21,739.13.

The holder’s notice alleges the company failed to meet several obligations tied to a June 8, 2026 securities purchase agreement, including filing a resale registration statement and issuing transfer agent instructions by June 11, 2026. Under the note, VSee Health has ten Trading Days from the Event of Default to cure. If not cured, the holder may accelerate the debt, enforce collateral rights, seek payment of all amounts due including any Mandatory Default Amount, and recover attorneys’ fees and costs. The company is evaluating potential resolution alternatives, including a consensual resolution, while expressly preserving all of its rights, remedies and defenses.

VSee Health, Inc. entered into a high-interest note financing with an institutional investor. The company issued an 8% original issue discount secured promissory note with an aggregate principal amount of $271,739.13, which includes an original issue discount of $21,739.13. The note bears interest at 18% per annum and matures on December 8, 2026.

The company may prepay all or part of the note at 100% of the amount redeemed plus a 10% prepayment fee. If VSee receives proceeds from an equity line of credit with the same holder, it must repay the entire outstanding balance within two business days. The note is secured by certain company assets under a related security agreement.

VSee Health, Inc. entered into a Standby Equity Purchase Agreement with YA II PN, LTD., giving the company the right to sell up to $10 million of common stock over time. The arrangement runs until June 2, 2029, unless the full commitment is used or it is terminated earlier.

Shares sold under each Advance will be priced at 97% of the lowest daily VWAP over a three-day pricing period. VSee will issue 532,481 commitment shares and pay a $25,000 structuring fee from the first Advance. Issuances are capped at 9,715,140 shares, about 19.99% of pre-agreement outstanding shares, and the investor’s beneficial ownership is limited to 4.99%.

VSee Health, Inc. agreed to sell all of the equity of its wholly owned subsidiary VSee Lab, Inc. to co-Chief Executive Officer and Chairman Milton Chen, effective May 31, 2026. In return, Chen will transfer to the company all 2,870,069 shares of VSee Health common stock he owns, which are treated as a stock repurchase.

Under the agreement, Chen is solely responsible for indebtedness and other liabilities of VSee Lab not paid at closing, while VSee Health remains responsible for liabilities tied to periods on or before the closing date, including most taxes. Concurrent with closing, Chen resigned as co-Chief Executive Officer and chairman; co-CEO Dr. Imoigele Aisiku became sole Chief Executive Officer and chairman.

Unaudited pro forma financials show how results would look without VSee Lab and its subsidiary. For 2025, revenue would decline from $14,618,184 to $7,302,954, while net loss would narrow from $14,712,850 to $9,972,749. For the quarter ended March 31, 2026, revenue would fall from $3,160,185 to $1,879,293 and net loss would narrow from $2,600,262 to $1,264,882.

VSee Health, Inc. reported that stockholders approved a key share issuance related to a private placement at a special meeting held on March 2, 2026. The meeting had a quorum, with 21,824,877 votes represented, or 50.46% of shares entitled to vote.

Stockholders approved issuing common shares to certain holders of warrants to purchase up to 19,672,130 shares of common stock, as required under Nasdaq Listing Rule 5635(d). The proposal passed with 14,109,726 votes for, 7,698,963 against, and 16,188 abstentions. An adjournment proposal was also approved but withdrawn because the main private placement proposal received sufficient support.

VSee Health, Inc. entered a managed services agreement with GoMyRx, Inc. under which VSee will provide platform administration, customer support, vendor coordination, and reporting services. VSee will bill GoMyRx monthly for actual expenses plus a 10% markup, and the agreement runs through December 26, 2027, with optional month-to-month extensions for six months.

Separately, VSee agreed to purchase $2.0 million of GoMyRx common stock from Go Biz Holdings, LLC in a private transaction, representing a 10% ownership stake in GoMyRx. The shares are restricted securities issued under Section 4(a)(2) and Rule 506 of Regulation D.

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.

VSee Health, Inc. postponed its 2025 Annual Meeting of Stockholders because it does not expect enough shares to be present or represented by proxy to reach a quorum on the original date.

The meeting, originally scheduled for December 15, 2025 at 2:30 p.m. Eastern Time, is now set for December 30, 2025 at the same time and will be held via live webcast at https://www.cstproxy.com/vseehealth/2025. The close of business on November 20, 2025 remains the record date for voting, previously submitted proxies stay valid unless changed, the proposals are unchanged, and the company will continue soliciting votes, encouraging stockholders who have not yet voted to do so by December 29, 2025 at 11:59 p.m. Eastern Time.

VSee Health, Inc. files an amended report to correct its Nasdaq compliance disclosure and related pro forma balance sheet. The company now states that a pro forma balance sheet as of December 1, 2025 shows total stockholders’ equity of $9.5 million, instead of the previously referenced $13.2 million as of December 31, 2025. This update is tied to transactions including warrant exercises, conversions of convertible notes and preferred shares into common stock, and exchanges of certain payables into equity.

VSee had earlier received notice that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity, after reporting a stockholders’ deficit of $18,488 as of December 31, 2024. A Nasdaq Hearings Panel granted the company an exception for continued listing on the Nasdaq Capital Market, subject to demonstrating compliance through this type of public disclosure and pro forma financial information.

VSee Health, Inc. entered into a private placement with a single institutional investor for approximately $6 million of equity financing. The company agreed to sell 9,836,065 shares of common stock, or pre-funded warrants in lieu of shares, together with common warrants to purchase up to 19,672,130 additional shares, at a combined purchase price of $0.61 per share (or pre-funded warrant) and accompanying warrant.

The warrants will be exercisable at $0.61 per share after stockholder approval and will expire five years from their initial exercise date, with a cashless exercise feature under certain registration conditions. VSee plans to use the net proceeds for working capital and general corporate purposes, and has agreed to file a resale registration statement and obtain stockholder approval within defined timeframes. The company will pay A.G.P./Alliance Global Partners a 7% cash fee on gross proceeds plus up to $60,000 of expenses, and insiders are subject to a 90-day lock-up after the resale registration becomes effective.

VSee Health, Inc. entered into a financing with an accredited institutional investor involving a $217,391 convertible promissory note and 50,000 common shares for an aggregate purchase price of $201,000. The note carries 18% annual interest, with interest for the first eight months guaranteed, and matures on October 29, 2026. The investor may convert the note into common stock at $0.48 per share starting after January 29, 2026, subject to anti-dilution and other customary adjustments, and cannot convert if this would push its ownership above 9.99% of outstanding shares. VSee granted a security interest over all of its assets and agreed to covenants including a prohibition on variable rate transactions and a most-favored-terms provision for future financings. The investor also has a right to purchase an additional note on the same terms within a defined period.

VSee Health, Inc. entered into an exchange agreement on November 13, 2025 with an accredited institutional holder to convert a promissory note with a principal amount of $555,555.56 (including a $55,555.56 original issue discount) and a current balance of $611,878.22 into 941,352 shares of common stock. These shares are being issued as unregistered securities in reliance on exemptions under the Securities Act.

On the same date, VSee Health also put in place a $25,000,000 Equity Line of Credit through a directed stock purchase agreement with an accredited institutional investor. Over a 36‑month term, the company may direct the investor to purchase common stock at a Regular Purchase Price generally set at 96% of the lowest volume‑weighted average price over the prior ten trading days, or 94% if the implied price would be below $1.00, subject to dollar and trading‑value caps. An Expanded Purchase feature allows larger draws up to $5,000,000 per such closing, and overall sales are limited to 19.9% of issued and outstanding shares and a 9.99% ownership cap for the investor.

Net proceeds from any future sales under the equity line are intended for working capital and general corporate purposes, giving the company additional flexibility to raise equity capital over time while staying within market and ownership limits.

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.

VSee Health, Inc. announced its 2025 annual meeting of stockholders will be held on December 15, 2025. The Board set November 20, 2025 as the record date to determine who may receive notice of and vote at the meeting.

Stockholder proposals must be received at the company’s principal executive offices by the close of business on November 7, 2025 to be considered, including proposals seeking inclusion in the company’s proxy materials under Rule 14a-8. The same November 7, 2025 deadline applies for notice under Rule 14a-4(c) and for compliance with the universal proxy rules under Rule 14a-19 for those intending to solicit proxies for director nominees.

VSee Health (VSEE) amended its senior secured convertible note. On October 21, 2025, the company executed Amendment No. 1, resetting the Note’s defined “Conversion Price” to $0.75. The original Note, issued on September 30, 2024, has an original principal amount of $2,222,222 and was issued to an accredited and institutional investor under a securities purchase agreement later amended on March 20, 2025.

The company states all other terms of the Note remain in full force and effect. The amendment is filed as Exhibit 10.1.

VSee Health, Inc. entered into a note purchase agreement and issued a secured note with an aggregate principal amount of $133,333.33 for a purchase price of $120,000. The note bears 5% annual interest, is not convertible, and matures on May 20, 2026.

If an event of default accelerates payment, interest increases to the lesser of 24% per year or the legal maximum. While the note is outstanding, the company is prohibited from entering into a variable rate transaction, must provide the investor any more favorable terms granted to future purchasers or holders, and is prohibited from any exchange transaction involving its debt or securities.

The company amended existing security agreements and guaranties so the note is fully secured by the assets of VSee Health and its subsidiaries. Separately, on October 18, 2025, VSee Health terminated its November 21, 2023 equity purchase agreement.

VSee Health changed its independent auditor. On September 15, 2025, the company dismissed WithumSmith+Brown as its independent registered public accounting firm. Withum’s prior audit report for the year ended December 31, 2024 contained an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern, but otherwise had no adverse opinion or scope/accounting qualifications.

The company reports no disagreements with Withum and no reportable events beyond material weaknesses previously described in its 2024 annual report. On September 18, 2025, the Audit Committee approved the engagement of WWC, P.C. as the new independent auditor for the 2025 fiscal year and for reviews of the March 31, June 30, and September 30, 2025 quarters. VSee states it did not consult WWC on accounting or auditing matters prior to the appointment.

VSee Health, Inc. entered into a secured note purchase agreement with an accredited institutional investor on October 9, 2025. The company issued a secured note with an aggregate principal amount of $133,333.33 for a purchase price of $120,000. The note carries a 5% annual interest rate and matures on May 8, 2026, with a higher default rate of up to 24% per annum, subject to legal limits.

The note is not convertible and includes typical default provisions. While the note is outstanding, VSee is prohibited from entering into variable rate transactions, from offering more favorable terms to future debt or securities holders without extending them to this investor, and from engaging in exchange transactions involving its debt or securities. Existing security agreements and guaranties covering the company and its subsidiaries were amended so the new note is fully secured by their assets.

VSEE HEALTH, INC. filed an 8-K reporting a material event dated September 26, 2025. The filing lists the company’s state of incorporation as Florida and gives Boca Raton as the principal executive office. It discloses two security types: common stock ($0.0001 par value) and warrants that each "entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share." The form is signed by Imoigele Aisiku, Co‑Chief Executive Officer. The document provides basic administrative and security-term details but does not state the number of warrants, the purpose of the issuance, or other economic terms.

VSee Health, Inc. reports that Nasdaq has moved toward delisting its common stock and public warrants after determining the company is not in compliance with multiple listing rules. Nasdaq staff previously denied VSee’s request to continue listing because it failed to timely file its 2024 Form 10-K and 2025 Form 10-Qs, though the 2024 Form 10-K and an amendment were filed in late August 2025.

On September 2, 2025, VSee received an additional notice that it is out of compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 of stockholders’ equity; VSee instead reported a stockholders’ deficit of $18,488 as of December 31, 2024. A Nasdaq Hearings Panel will hold an appeal hearing on September 9, 2025, and may consider both the filing delays and the equity deficiency. Trading in VSee’s securities may be suspended and the company expects its stock and warrants to move to the OTC Markets if delisted, which could reduce liquidity and weigh on trading prices.

VSee Health, Inc. announced that multiple previously issued financial statements for VSee Lab and the combined company should no longer be relied upon and will be restated. The issues affect annual statements for the year ended December 31, 2023 and several quarterly periods in 2023 and 2024, including quarters after the June 24, 2024 business combination.

The company identified errors in areas such as sales and use tax accruals, revenue cut-off, accrued expenses for Digital Health Acquisition Corp. and iDoc Virtual Telehealth Solutions, option valuation, convertible note interest, acquisition accounting, and income tax balances. Management concluded that material weaknesses exist in internal control over financial reporting and that disclosure controls and procedures were not effective; further detail and restated figures will be provided in the 2024 Form 10-K.

VSee Health, Inc. filed a Form 8-K reporting a material event and attached a company press release dated August 22, 2025. The filing identifies the company’s securities as Common Stock, $0.0001 par value and warrants that each entitle the holder to purchase one share of common stock at a stated exercise price of $11.50 per whole share. The document lists Boca Raton, Florida as the company’s principal executive office and shows the filing covers written and pre-commencement communications categories. The Form includes an interactive data file reference and is signed by Imoigele Aisiku, Co‑Chief Executive Officer.

The filing is concise and primarily serves to disclose the press release and basic terms of the warrants; it does not include financial results, transaction proceeds, or additional operational detail. Readers seeking further material specifics should refer to the attached press release or subsequent filings for revenue, proceeds, or other quantitative impacts.