VSee Health, Inc. Schedule 13G/A reports that Armistice Capital, LLC and Steven Boyd together beneficially own 4,861,392 shares, representing 9.99% of the outstanding common stock. The filing states Armistice Capital shares voting and dispositive power over those shares through its role as investment manager of Armistice Capital Master Fund Ltd.
The statement explains the Master Fund is the direct holder and that the Master Fund "specifically disclaims beneficial ownership" by reason of its inability to vote or dispose under its Investment Management Agreement. The amendment is signed by Steven Boyd on 05/15/2026.
Positive
None.
Negative
None.
Insights
Armistice reports a 9.99% beneficial stake via its managed fund.
Armistice Capital, as investment manager, reports shared voting and dispositive power over 4,861,392 shares held directly by Armistice Capital Master Fund Ltd. The filing attributes beneficial ownership to the reporting persons based on the Investment Management Agreement.
Key dependencies are the fund manager relationship and the Master Fund's rights; subsequent filings may disclose changes in voting or disposition authority. Timing and cash‑flow treatment are tied to the Master Fund structure as described in the statement.
Filing clarifies attribution and joint‑filing responsibilities.
The joint filing statement under Rule 13d-1(k) documents that amendments will be filed on behalf of both Armistice Capital and Steven Boyd and allocates responsibility for accuracy among the reporting persons.
This is an ownership disclosure rather than a transaction notice; any changes to the 9.99% position or voting arrangements would require amended filings under the applicable rules.
Key Figures
Shares beneficially owned:4,861,392 sharesPercent of class:9.99%Securities CUSIP:92919Y102+2 more
5 metrics
Shares beneficially owned4,861,392 sharesAmount beneficially owned reported in Item 4(a)
Percent of class9.99%Percent of class reported in Item 4(b)
Securities CUSIP92919Y102CUSIP for Common Stock listed on cover
Issuer address980 N FEDERAL HWY, BOCA RATON, FL 33432Issuer principal executive offices in Item 1(b)
Filing signature date05/15/2026Date signatures appear on the amendment
Key Terms
beneficially own, Investment Management Agreement, Rule 13d-1(k), shared dispositive power
4 terms
beneficially ownregulatory
"Amount beneficially owned: 4,861,392 (b)"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Investment Management Agreementlegal
"pursuant to an Investment Management Agreement, Armistice Capital exercises voting"
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
Rule 13d-1(k)regulatory
"JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)"
Armistice Capital reports beneficial ownership of 4,861,392 shares, equal to 9.99% of VSee Health common stock, as disclosed in the Schedule 13G/A amendment signed 05/15/2026. The shares are held directly by the Master Fund.
Who holds voting and dispositive power over the reported shares?
The filing states Armistice Capital exercises shared voting and dispositive power over the 4,861,392 shares through its investment manager role for Armistice Capital Master Fund Ltd., as described in the Investment Management Agreement.
Does the Master Fund claim beneficial ownership of the shares?
No. The Master Fund is identified as the direct holder, but the filing says the Master Fund "specifically disclaims beneficial ownership" due to its inability to vote or dispose of the shares under the Investment Management Agreement.
Who signed and dated the Schedule 13G/A amendment?
The Schedule 13G/A amendment is signed by Steven Boyd in his capacity as Managing Member of Armistice Capital, with signatures dated 05/15/2026 in the filing excerpt.
Is this filing a joint statement under Rule 13d-1(k)?
Yes. The filing includes a joint filing statement pursuant to Rule 13d-1(k) acknowledging that the statement is filed on behalf of Armistice Capital and Steven Boyd and that future amendments will be filed on behalf of both reporting persons.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
VSee Health, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
92919Y102
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
92919Y102
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,861,392.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,861,392.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,861,392.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
92919Y102
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,861,392.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,861,392.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,861,392.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
VSee Health, Inc.
(b)
Address of issuer's principal executive offices:
980 N FEDERAL HWY, SUITE 304, BOCA RATON, FL, 33432
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
92919Y102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
4,861,392
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
4,861,392
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
4,861,392
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
05/15/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
05/15/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: May 15, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
