UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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Item 8.01 Other Events.
As previously reported, on September 2, 2025, the Company received a notification letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Equity Rule”) because the Company’s stockholders’ equity had fallen below the $2,500,000 required minimum for continued listing. The Company’s stockholders’ deficit was $18,488 as of December 31, 2024, as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company filed an appeal of the determination to delist the Company’s securities with the Nasdaq Hearings Panel (the “Panel”) and a hearing before the Panel was held on September 9, 2025 (the “Hearing”). Based on the information presented by the Company at the Hearing, the Panel determined to grant the Company’s request for an exception to complete its compliance plan.
The Staff subsequently notified the Company that the Panel, among other things, decided to grant the Company’s request for continued listing on the Nasdaq Capital Market subject to the Company demonstrating, on or before December 1, 2025, compliance with the Equity Rule by filing public disclosure describing the transactions undertaken by the Company to achieve compliance with the Equity Rule and demonstrate long-term compliance with the Equity Rule, and by providing an indication of its equity following those transactions. The Panel noted that the Company may do so by including in the public disclosure a balance sheet not older than 60 days with pro forma adjustments for any significant transactions or events.
The Company believes that it has demonstrated compliance with the Equity Rule on a pro forma basis following closing of the following the exercise of certain outstanding warrants, the conversion into common stock of multiple outstanding convertible notes and preferred shares, and the exchange of certain outstanding payables of the Company into common stock and preferred shares (collectively, the “Transactions”):
A pro forma balance sheet, assuming the Transactions closed as of December 31, 2025, shows total stockholders’ equity of $13.2 million, reflecting compliance with the Equity Rule, and is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Pro Forma Balance Sheet as of December 31, 2025 (unaudited) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: November 28, 2025 | VSEE HEALTH, INC. | |
| By: | /s/ Milton Chen | |
| Name: | Milton Chen | |
| Title: | Co-Chief Executive Officer | |
2
Exhibit 99.1
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | 5,902,759 | 326,115 | ||||||
| Accounts receivable, net of allowance for credit losses | 3,728,490 | 1,716,370 | ||||||
| Due from related party | 284,614 | 531,656 | ||||||
| Prepaids and other current assets | 422,522 | 446,826 | ||||||
| Total current assets | $ | 10,338,385 | $ | 3,020,967 | ||||
| Right-of-use assets, net | 293,588 | 379,585 | ||||||
| Intangible assets, net | 8,785,006 | 10,995,000 | ||||||
| Goodwill | 4,916,694 | 4,916,694 | ||||||
| Fixed assets, net | 325,748 | 680,242 | ||||||
| Total assets | $ | 24,659,421 | $ | 19,992,488 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | 7,126,589 | 9,343,659 | ||||||
| Deferred revenue | 1,315,187 | 417,815 | ||||||
| Due to related party | 51,900 | 51,900 | ||||||
| Operating lease liabilities | 82,575 | 72,836 | ||||||
| Financing lease liabilities | 234,106 | 328,833 | ||||||
| Factoring payable | 94,220 | 179,007 | ||||||
| Encompass Purchase liability | 265,578 | 263,918 | ||||||
| Equity Line of Credit | 42,394 | 80,000 | ||||||
| Quantum convertible note, related party at fair value | — | 3,248,000 | ||||||
| September 2024 Convertible Note, at fair value | — | 2,094,000 | ||||||
| Loan payable, related party | 471,651 | 471,651 | ||||||
| Line of credit | 456,097 | 456,097 | ||||||
| Notes payable, net of discount | 438,550 | 433,983 | ||||||
| Common stock issuance obligation | 31,227 | 69,621 | ||||||
| Exchange Note, at fair value | — | 1,499,000 | ||||||
| Total current liabilities | $ | 10,610,074 | $ | 19,010,320 | ||||
| Notes payable, less current portion, net of discount | 584,807 | 593,941 | ||||||
| Operating lease liabilities, less current portion | 180,439 | 269,338 | ||||||
| Deferred revenue, net of current portion | — | 69,999 | ||||||
| Deferred tax liability | 67,379 | 67,378 | ||||||
| Total liabilities | $ | 11,442,699 | $ | 20,010,976 | ||||
| Stockholders’ equity (deficit) | ||||||||
| Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 2,788 and 6,158 shares issued and outstanding as of December 31, 2025 and 2024, respectively | 1 | 1 | ||||||
| Common stock, $0.0001 par value; 100,000,000 shares authorized 45,192,374 and 16,297,190 shares issued and outstanding as of December 31, 2025 and 2024, respectively | 4,232 | 1,630 | ||||||
| Additional paid-in capital | 88,478,448 | 67,683,754 | ||||||
| Accumulated deficit | (75,265,959 | ) | (67,703,873 | ) | ||||
| Total stockholders’ equity (deficit) | $ | 13,216,722 | $ | (18,488 | ) | |||
| Total liabilities and stockholders’ equity (deficit) | $ | 24,659,421 | $ | 19,992,488 | ||||