Welcome to our dedicated page for VSee Health SEC filings (Ticker: VSEE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The VSee Health, Inc. (NASDAQ: VSEE) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. As a telehealth technology and services company in the health information services sector, VSee uses its filings to report on business operations, capital structure, financing arrangements, and Nasdaq listing matters.
Investors can review annual reports on Form 10-K and quarterly reports on Form 10-Q for information on VSee’s healthcare technology and telehealth services segments, revenue composition, costs, and risk factors. These core filings outline how the company describes its AI-powered telehealth platform, high-acuity virtual care services, and digital health offerings that integrate secure video, device data, and EHR connectivity for hospital systems, health networks, employers, and enterprise partners.
VSee’s current reports on Form 8-K document material events such as private placements of common stock and warrants, convertible note agreements, warrant exchanges, equity line of credit arrangements, and amendments tied to Nasdaq stockholders’ equity requirements. Recent 8-K and 8-K/A filings describe steps the company has taken to address Nasdaq Listing Rule 5550(b)(1), including capital transactions and conversions of outstanding instruments, as well as governance items like annual meeting scheduling and bylaw amendments affecting quorum.
Through this page, users can also locate proxy materials on Schedule 14A, which detail proposals for director elections, auditor ratification, equity incentive plans, and adjournment authority, along with information on voting rights for common and preferred stock. For those monitoring ownership and compensation, insider transactions and related disclosures can be reviewed via the relevant SEC forms where available.
Stock Titan enhances these filings with AI-powered summaries that highlight key points from lengthy documents, helping readers quickly understand complex capital structures, financing terms, and operational disclosures without replacing the full text of the official filings.
VSee Health (VSEE) filed its Q1 2025 10‑Q, reporting total revenues of $3,321,485, up from $1,620,995 a year ago as telehealth services, patient fees, and technical engineering expanded. Despite higher sales, the company posted a net loss of $3,959,440 versus net income of $62,770 in the prior-year period.
Gross margin was $1,859,971, but higher operating expenses of $3,691,289 and other expenses weighed on results, including interest expense of $730,665 and a $1,261,471 loss from changes in fair value of financial instruments. Cash used in operations was $440,493; cash ended at $410,122. The balance sheet shows assets of $19,395,686 against total liabilities of $22,892,683, resulting in a stockholders’ deficit of $3,496,997.
The company disclosed a going concern uncertainty due to historical losses and liquidity pressures. It also restated VSee Lab’s Q1 2024 standalone results, adjusting revenue and expenses. Management continues to pursue financing arrangements, including convertible and secured notes, to support operations.
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.
Dominion-led investor group reports beneficial ownership of 1,816,389 shares of VSEE Health common stock, representing roughly 9.9% of the class. The filing covers nine reporting persons including Dominion Capital LLC, related entities and individuals Mikhail and Gennadiy Gurevich and Alon Brenner. The percentage calculations reference 16,422,690 shares outstanding as of August 27, 2025, plus 600,000 shares converted on September 3, 2025, for a total of 17,022,690 shares. The reported position includes shares issuable upon conversion of convertible notes and upon exercise of warrants held by Dominion and Ascent, each of which is subject to a 9.99% beneficial ownership limitation (the "Blocker"). The filing notes specific conversion/exercise amounts: Dominion's convertible notes convert into 1,626,022 shares and its warrants into 173,913 shares; Ascent's convertible note converts into 1,111,112 shares and its warrants into 740,741 shares. The group certifies the holdings were not acquired to change or influence control of the issuer.
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. (VSEE) amended its 2024 annual report to correct multiple accounting errors, restate interim periods and disclose material financing and acquisition activity. The company identified repeated failures to accrue sales and use taxes, resulting in cumulative accrual increases peaking at $940,130 as of September 30, 2024, and multiple revenue cutoff corrections that moved revenue to deferred revenue and opening retained earnings. The firm recorded substantial purchase accounting adjustments tied to the June 24, 2024 business combination and iDoc acquisition, including adjustments to goodwill and acquired receivables that led to a significant goodwill impairment charge of $56,675,210 and a net loss of $58,134,446 for the year. Financing activity includes an Exchange Note of $2,523,744, a $3,000,000 Quantum Convertible Note, and an Equity Line (ELOC) commitment up to $50,000,000 (floor price later amended). The filing also discloses defaults, numerous convertible and original-issue-discount notes, material fair-value remeasurements, and explicit risks including uncertainty about continuing as a going concern.
VSee Health, Inc. reported a complex 2024 marked by a June 24, 2024 business combination that closed with the acquisition of iDoc and the conversion of legacy securities into the Company’s common stock. Goodwill at closing was $61,591,904 and accumulated goodwill impairment charges reached $56,675,210, contributing to a consolidated net loss of $58,134,446. The Company disclosed a series of accounting restatements and corrections—including recurring failures to accrue sales and use taxes (totaling up to $940,130 as of Sept 30, 2024), revenue cutoff adjustments, and multiple post‑closing accrual errors—that affected retained earnings, deferred revenue and operating expense in 2023 and 2024.
The Company secured multiple financing arrangements: an Equity Purchase Agreement (ELOC) providing up to $50,000,000 in aggregate proceeds (floor price amended to $1.25 on March 20, 2025), an Exchange Note of $2,523,744, and a $3,000,000 Quantum Convertible Note. Several acquired promissory notes and factoring arrangements remain outstanding and some iDoc notes are in default, and management disclosed uncertainty about continuing as a going concern.
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.