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, 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 (VSEE) filed its quarterly report detailing higher revenue and ongoing losses with a going concern warning. For the three months ended June 30, 2025, revenue was $3,390,119, up from $1,711,566 a year ago, driven by professional services, technical engineering, patient fees, and telehealth fees. Gross margin was $1,588,492.
The company reported a net loss of $2,613,283 for the quarter versus $666,102 in the prior year period, and a six‑month net loss of $6,572,723 versus $571,352. Operating expenses rose to $3,843,232 in the quarter. Cash was $291,595 at June 30, 2025. Current liabilities were $23,058,308, and total liabilities exceeded assets, resulting in a stockholders’ deficit of $5,736,304.
Management states that liquidity conditions and historical operating losses raise substantial doubt about the company’s ability to continue as a going concern. The company recorded deferred revenue of $1,170,101 and an allowance for credit losses of $2,639,917. VSee maintains two segments (Healthcare Technology and Telehealth Services) and disclosed March and May 2025 convertible and promissory notes. Previous 2024 quarterly results were restated.
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.