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  4. [8-K] VSEE HEALTH, INC. Reports Material Event

Nasdaq moves to delist VSee Health, Inc. (NASDAQ: VSEE) after $0.10 bid

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Nasdaq staff issued a Staff Delisting Determination after VSee Health’s securities traded at $0.10 or less for ten consecutive days, and trading on the Nasdaq Capital Market will be suspended on August 6, 2026 with a delisting Form 25-NSE to follow.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Minimum bid price $1.00 per share Nasdaq Listing Rule 5550(a)(2) minimum bid price requirement
Initial compliance deadline March 27, 2026 End of the first 180-day period to regain $1.00 bid compliance
Extended compliance deadline September 21, 2026 End of additional 180-day bid-price compliance period
Low-price trigger period 10 consecutive trading days Closing bid of $0.10 or less, triggering Rule 5810(c)(3)(A)(iii)
Trading suspension date August 6, 2026 Date Nasdaq Capital Market trading in common stock and warrants will be suspended
Hearing fee $20,000 Non-refundable fee to request a hearing before the Nasdaq Hearings Panel
Bid Price Rule regulatory
"Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), which requires listed"
Staff Delisting Determination regulatory
"the Listing Qualifications Department shall issue a Staff Delisting Determination"
A staff delisting determination is a formal finding by exchange or regulatory staff that a listed security no longer meets the rules required to stay listed, similar to an official notice that a rental property no longer qualifies for occupancy. It matters to investors because it often precedes removal from the exchange, which can sharply reduce a stock’s visibility, trading liquidity and value, and may trigger urgent choices like selling, appealing the decision or seeking alternative markets.
Form 25-NSE regulatory
"a Form 25-NSE will be filed with the Securities and Exchange Commission"
Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.
Nasdaq Capital Market regulatory
"determined to delist the Company’s securities from the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Nasdaq Hearings Panel regulatory
"The Company may request a hearing before the Nasdaq Hearings Panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What Nasdaq action did VSee Health (VSEE) disclose?
VSee Health disclosed that Nasdaq’s Listing Qualifications Staff issued a Staff Delisting Determination for its common stock and warrants, with trading on the Nasdaq Capital Market to be suspended at the opening on August 6, 2026 and a Form 25-NSE to remove the listing.

Why is VSee Health (VSEE) facing delisting from Nasdaq?
Nasdaq determined to delist VSee Health because its securities had a closing bid price of $0.10 or less for ten consecutive trading days, triggering Nasdaq Listing Rule 5810(c)(3)(A)(iii) during an existing compliance period for the $1.00 minimum bid rule.

What bid price requirements has VSee Health (VSEE) failed to meet?
VSee Health has not met Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 bid price. Its closing bid stayed below $1.00 for 30 consecutive days in 2025 and later fell to $0.10 or less for ten consecutive days in 2026.

What compliance deadlines did VSee Health (VSEE) receive from Nasdaq?
After the initial deficiency notice, VSee Health received a 180-day compliance period to March 27, 2026, later extended by Nasdaq for an additional 180 days to September 21, 2026 to regain compliance with the $1.00 minimum bid price requirement.

Can VSee Health (VSEE) appeal the Nasdaq delisting decision?
VSee Health may request a hearing before the Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on August 6, 2026, paying a non-refundable $20,000 fee. The company notes there is no assurance of success and a timely request will not stay the trading suspension.

What will happen to VSee Health (VSEE) stock trading on August 6, 2026?
Trading of VSee Health’s common stock and warrants on the Nasdaq Capital Market will be suspended at the opening of business on August 6, 2026. Nasdaq will then file a Form 25-NSE to remove the securities from listing and registration.
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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): August 4, 2026 (July 30, 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   The Nasdaq Stock Market LLC
Warrants, which entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share   VSEEW   The Nasdaq Stock Market LLC

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously reported, on September 24, 2025, VSee Health, Inc. (the “Company”), received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the continued listing requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), which requires listed companies to maintain a minimum bid price of at least $1.00. Based on the Staff’s review of the Company’s closing bid price, the Company’s closing bid price was below $1.00 for the previous 30 consecutive trading days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days, or until March 27, 2026, to regain compliance with the Bid Price Rule. The Company was granted an additional 180 calendar day compliance period, or until September 21, 2026, to regain compliance with the Bid Price Rule.

 

On July 30, 2026, the Company received a subsequent written notice (the “Notice”) from the Staff of Nasdaq indicating that it has determined that, as of July 29, 2026, the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days, triggering application of Listing Rule 5810(c)(3)(A)(iii) which states in part: if during any compliance period specified in Rule 5810(c)(3)(A), a company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security. As a result, the Staff indicated in the Notice that it has determined to delist the Company’s securities from the Nasdaq Capital Market. Accordingly, the Company’s securities will be delisted from the Nasdaq Capital Market, trading of the Company’s common stock and warrants will be suspended at the opening of business on August 6, 2026 and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on the Nasdaq Capital Market.

 

The Company may request a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff Determination, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. A hearing request must be submitted, along with a non-refundable fee of $20,000, no later than 4:00 p.m. Eastern Time on August 6, 2026. The Company is considering all available options, however, there can be no assurance that the Company would be successful in any appeal or that it will be able to regain compliance with Nasdaq's listing requirements within the timeframe that may be provided by the Panel, or at all. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(e), a timely request for a hearing will not stay the trading suspension of the Company’s securities.

 

The Company, by filing this Current Report on Form 8-K, discloses its receipt of the notification from Nasdaq in accordance with Nasdaq Listing Rule 5810(b).

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential,” “promise” or similar references to future periods. Examples of forward-looking statements in this Current Report on Form 8-K include, without limitation, statements regarding the Company’s intent to monitor the bid price of its common stock and consider available options. Forward-looking statements are statements that are not historical facts nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations, and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, that there can be no assurance that the Company will meet the bid price requirement during any compliance period or otherwise in the future, otherwise meet Nasdaq compliance standards, that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements for any such relief, and the other important factors described under the caption “Risk Factors” in the Company’s filings with the SEC. Any forward-looking statement made by the Company in this Current Report on Form 8-K is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

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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: August 4, 2026 VSEE HEALTH, INC.
     
  By: /s/ Imoigele Aisiku
  Name:  Imoigele Aisiku
  Title: Chief Executive Officer

 

 

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Source: View Original Filing on SEC EDGAR

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