UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
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 1, 2025, shows total stockholders’ equity of $9.5 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 1, 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: December 11, 2025 | VSEE HEALTH, INC. | |
| By: | /s/ Milton Chen | |
| Name: | Milton Chen | |
| Title: | Co-Chief Executive Officer | |
2
Exhibit 99.1
| September 30, | Convertible Debt Transactions | Warrant Conversion Transaction | Pipe Investment Transaction | Pro Forma December 1, | December 31, | |||||||||||||||||||
| 2025 | (A) | (B) | (C) | 2025 | 2024 | |||||||||||||||||||
| (Audited) | ||||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||
| Current assets | ||||||||||||||||||||||||
| Cash | 472,759 | 1,500,003 | 5,520,069 | 7,492,831 | 326,115 | |||||||||||||||||||
| Accounts receivable, net of allowance for credit losses | 2,578,490 | 2,578,490 | 1,716,370 | |||||||||||||||||||||
| Due from related party | 284,614 | 284,614 | 531,656 | |||||||||||||||||||||
| Prepaids and other current assets | 382,522 | 382,522 | 446,826 | |||||||||||||||||||||
| Total current assets | $ | 3,718,385 | — | 1,500,003 | 5,520,069 | $ | 10,738,457 | $ | 3,020,967 | |||||||||||||||
| Right-of-use assets, net | 315,679 | 315,679 | 379,585 | |||||||||||||||||||||
| Intangible assets, net | 9,337,504 | 9,337,504 | 10,995,000 | |||||||||||||||||||||
| Goodwill | 4,916,694 | 4,916,694 | 4,916,694 | |||||||||||||||||||||
| Fixed assets, net | 418,860 | 418,860 | 680,242 | |||||||||||||||||||||
| Total assets | $ | 18,707,122 | — | 1,500,003 | 5,520,069 | $ | 25,727,194 | $ | 19,992,488 | |||||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||||||
| Accounts payable and accrued liabilities | 11,716,584 | (885,871 | ) | 10,830,713 | 9,343,659 | |||||||||||||||||||
| Deferred revenue | 1,150,093 | 1,150,093 | 417,815 | |||||||||||||||||||||
| Due to related party | 51,900 | 51,900 | 51,900 | |||||||||||||||||||||
| Operating lease liabilities | 85,575 | 85,575 | 72,836 | |||||||||||||||||||||
| Financing lease liabilities | 184,106 | 184,106 | 328,833 | |||||||||||||||||||||
| Factoring payable | 122,220 | 122,220 | 179,007 | |||||||||||||||||||||
| Encompass Purchase liability | 265,578 | 265,578 | 263,918 | |||||||||||||||||||||
| Equity Line of Credit | 42,394 | 42,394 | 80,000 | |||||||||||||||||||||
| Quantum convertible note, related party at fair value | 3,828,125 | (3,448,125 | ) | 380,000 | 3,248,000 | |||||||||||||||||||
| September 2024 Convertible Note, at fair value | 2,043,760 | (2,043,760 | ) | — | 2,094,000 | |||||||||||||||||||
| May 2025 Convertible Note | — | — | ||||||||||||||||||||||
| Loan payable, related party | 471,651 | 471,651 | 471,651 | |||||||||||||||||||||
| Line of credit | 456,097 | 456,097 | 456,097 | |||||||||||||||||||||
| Notes payable, net of discount | 1,944,710 | (672,254 | ) | 1,272,456 | 433,983 | |||||||||||||||||||
| Common stock issuance obligation | 31,227 | 31,227 | 69,621 | |||||||||||||||||||||
| Exchange Note, at fair value | 1,028,158 | (1,028,158 | ) | — | 1,499,000 | |||||||||||||||||||
| Total current liabilities | $ | 23,422,178 | (8,078,168 | ) | — | — | $ | 15,344,010 | $ | 19,010,320 | ||||||||||||||
| Notes payable, less current portion, net of discount | 589,374 | 589,374 | 593,941 | |||||||||||||||||||||
| Operating lease liabilities, less current portion | 203,689 | 203,689 | 269,338 | |||||||||||||||||||||
| Deferred revenue, net of current portion | — | — | 69,999 | |||||||||||||||||||||
| Deferred tax liability | 67,379 | 67,379 | 67,378 | |||||||||||||||||||||
| Total liabilities | $ | 24,282,620 | (8,078,168 | ) | — | — | $ | 16,204,452 | $ | 20,010,976 | ||||||||||||||
| Stockholders’ equity (deficit) | ||||||||||||||||||||||||
| Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 6,158 and 6,158 shares issued and outstanding as of December 1, 2025 and 2024, respectively | 1 | 1 | 1 | |||||||||||||||||||||
| Common stock, $0.0001 par value; 100,000,000 shares authorized 39,440,816 and 16,297,190 shares issued and outstanding as of December 1, 2025 and 2024, respectively | 1,703 | 1,103 | 155 | 984 | 3,945 | 1,630 | ||||||||||||||||||
| Additional paid-in capital | 68,989,139 | 9,040,732 | 1,499,848 | 5,999,016 | 85,528,735 | 67,683,754 | ||||||||||||||||||
| Accumulated deficit | (74,566,341 | ) | (963,667 | ) | (479,931 | ) | (76,009,939 | ) | (67,703,873 | ) | ||||||||||||||
| Total stockholders’ equity (deficit) | $ | (5,575,498 | ) | 8,078,168 | 1,500,003 | 5,520,069 | $ | 9,522,742 | $ | (18,488 | ) | |||||||||||||
| Total liabilities and stockholders’ equity (deficit) | $ | 18,707,122 | — | 1,500,003 | 5,520,069 | $ | 25,727,194 | $ | 19,992,488 | |||||||||||||||
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The adjustments included in the unaudited pro forma condensed combined balance sheet as of December 1, 2025 are as follows:
| A. | Reflects the following loan conversions after the end of the third quarter, September 30, 2025: |
| ● | Between October 16, 2025, and October 21, 2025, the Bridge Investor converted $1,255,299 of the outstanding balance of the Exchange Note (an aggregate of $35,783 in interest and $1,219,516 in principal) into 1,673,733 shares of common stock of the Company. |
| ● | Between October 16, 2025, and October 30, 2025, the Quantum Investor converted the full balance of the Quantum Convertible Note (an aggregate of $1,196,203 in interest and $3,000,000 in principal) into 4,400,000 shares of common stock of the Company. |
| ● | On October 21, 2025, the holder of the March 2025 Convertible Note converted the full balance of the March 2025 Convertible Note (an aggregate of $44,017 in interest and $108,696 in principal) into 320,691 shares of common stock of the Company. |
| ● | Between October 22, 2025, and October 29, 2025, the holder of the September 2024 Convertible Note converted the full balance of the September 2024 Convertible Note (an aggregate of $277,864 in interest, $1,852 of penalties, and $2,494,321 in principal) into 3,698,716 shares of common stock of the Company. |
| ● | On November 19, 2025, the holder of the March 2025 Promissory Note converted the full balance of the March 2025 Promissory Note (an aggregate of $56,323 in interest and $555,555 in principal) into 941,352 shares of common stock of the Company. |
| B. | Reflects an equity transaction on October 29, 2025, when the Company entered into a warrant exchange agreement with an accredited institutional investor, whereby the investor agreed to exercise approximately 130,000 outstanding warrants issued by the Company in connection with its initial public offering for cash, pursuant to the terms of such warrants, as well as exchange an additional 2,136,000 outstanding warrants issued by the Company in connection with its initial public offering for 2,065,000 shares of common stock of the Company. To date, pursuant to such warrant exchange agreement, the Company has issued to such accredited institutional investor 1,547,568 shares of common stock in exchange for 1,596,435 warrants. The Company agreed that for the ten day period following the date of the warrant exchange agreement, that it would not, subject to certain exemptions, (A) issue common stock or equivalents thereto, (B) effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding common stock or (C) file with the SEC a registration statement under the Securities Act relating to any shares of common stock or equivalents thereto. |
| C. | Reflects a securities purchase agreement. On November 25, 2025, VSee Health, Inc. (the “Company”) and a single institutional and accredited investor (the “Purchaser”) entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to the Purchaser an aggregate of 9,836,065 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), or pre-funded warrants exercisable for $0.0001 per share in lieu thereof (“Pre-Funded Warrants”), and accompanying common warrants to purchase up to 19,672,130 shares of Common Stock (the “Warrants”) in a private placement (the “Offering”), for gross proceeds of approximately $6 million, before deducting the placement agent’s fees and other offering expenses. The purchase price per Share (or Pre-Funded Warrant) and the accompanying Warrants was $0.61. |