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. is asking stockholders to vote at a virtual annual meeting on August 25, 2026 on four items: electing two Class II directors to terms ending in 2029, ratifying WWC, P.C. as auditor for 2026, authorizing a reverse stock split, and permitting meeting adjournments if more time is needed to solicit votes.
The board seeks authority to implement one or more reverse stock splits of the common stock at ratios from 1-for-20 up to an aggregate 1-for-80 within two years of the July 6, 2026 record date, mainly to support Nasdaq listing compliance and broaden institutional interest, while warning of possible reduced liquidity, dilution from future issuances, and no assurance of sustained price improvement.
As of the record date there were 55,679,813 common shares and 121.6980 preferred shares outstanding, together entitled to 55,692,0‑plus votes, with quorum set at one-third of voting power. The proxy details a classified, majority-independent board, committee structure, significant related-party financing and debt-to-equity conversions, and discloses that the company currently lacks formalized cybersecurity measures but plans to develop a board‑overseen framework.
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. director and Co-Chief Executive Officer Milton Chen reported an internal restructuring transaction. On May 31, 2026, he transferred 2,870,069 shares of Common Stock to VSee Health, Inc. as consideration under a Stock Purchase Agreement related to his purchase of all equity securities of VSee Lab, Inc. from the company. Following this transaction, his directly held VSee common stock position was reported as 0 shares.
VSee Health, Inc. reported first‑quarter 2026 revenue of $3.16 million, compared with $3.32 million in the prior‑year quarter. Gross margin was $1.20 million while operating expenses rose to $4.17 million, leading to a net operating loss of $2.97 million.
Net loss narrowed to $2.60 million versus $3.96 million a year earlier, helped by a $367,809 gain on extinguishment of financial liabilities and a $143,040 gain from changes in fair value of financial instruments. Basic and diluted loss per share was $0.05 on a weighted average of 47.9 million shares.
Cash declined to $1.35 million from $5.27 million at December 31, 2025, with operating activities using $2.45 million of cash in the quarter. The company ended the period with total assets of $19.0 million, liabilities of $12.7 million, and stockholders’ equity of $6.32 million, alongside an accumulated deficit of $85.0 million. Management states that recurring losses and liquidity conditions raise substantial doubt about VSee Health’s ability to continue as a going concern.