VSee Health Restates Financials, Cites Going Concern Uncertainty

TL;DR

**VSEEW's restatement and 'going concern' warning are red flags; steer clear until financial clarity emerges.**

AI Summary

VSee Health, Inc. (VSEEW) filed a Form 10-K/A on August 29, 2025, primarily to restate financial statements for the fiscal years ended December 31, 2024, and 2023, along with unaudited quarterly periods in 2023 and 2024. The restatement addresses errors in the recognition and measurement of transactions as of the business combination date of June 24, 2024. The company, through its VSee Lab subsidiary, offers a comprehensive telehealth platform with 'no-code' and 'low-code' software building blocks for U.S. hospitals and enterprises, including patient engagement, clinician staffing, remote physical exam, remote patient monitoring, and AI-powered telesitter and telenursing solutions. Additionally, its iDoc subsidiary provides specialty intensive care unit services, including neurointensivists and cardiac intensivists, aiming to bridge care gaps and address physician burnout. The filing highlights significant risks, including uncertainty regarding its ability to continue as a going concern and the time-consuming, expensive nature of the restatement process.

Why It Matters

This restatement signals potential financial instability for VSee Health, Inc., directly impacting investor confidence and the valuation of VSEEW warrants. The correction of errors related to the June 24, 2024 business combination date suggests past accounting issues that could deter new investment. For employees and customers, the 'going concern' risk raises questions about the company's long-term viability and its ability to continue providing its telehealth and ICU staffing solutions, potentially affecting service continuity in a competitive digital health market dominated by larger players like Teladoc Health and Amwell.

Risk Assessment

Risk Level: high — The filing explicitly states, 'There is uncertainty regarding our ability to continue as a going concern,' which is a critical indicator of severe financial distress. Furthermore, the 'restatement of our previously issued financial statements and associated analysis and ongoing remedial measures have been time consuming and expensive and could expose us to additional risks' directly points to significant operational and financial risks, including potential legal and regulatory scrutiny.

Analyst Insight

Investors should exercise extreme caution and consider divesting VSEEW warrants due to the explicit 'going concern' uncertainty and the financial restatement. Potential investors should avoid initiating positions until VSee Health demonstrates sustained profitability and resolves its financial reporting issues, providing clear evidence of long-term viability.

Key Numbers

• $18.17M — Market Value of Non-Affiliate Common Shares (As of June 30, 2025, indicating the public float's valuation.)
• 16,422,690 — Common Stock Outstanding (As of August 22, 2025, representing the total shares in circulation.)
• $11.50 — Warrant Exercise Price (Price at which VSEEW warrants entitle holders to purchase common stock.)
• December 31, 2024 — Fiscal Year End (The primary period for which audited financial statements are provided in the 10-K/A.)
• June 24, 2024 — Business Combination Date (Date of transactions where errors in recognition and measurement were identified, leading to restatement.)

Key Players & Entities

• VSee Health, Inc. (company) — Registrant
• VSee Lab (company) — Wholly-owned subsidiary offering telehealth platform
• iDoc (company) — Wholly-owned subsidiary offering high acuity patient care solutions
• Securities and Exchange Commission (regulator) — Recipient of the 10-K/A filing
• EPIC (company) — Electronic medical record system
• Cerner (company) — Electronic medical record system
• The Nasdaq Stock Market LLC (regulator) — Exchange where VSEE and VSEEW are registered
• $18.17 million (dollar_amount) — Aggregate market value of common shares held by non-affiliates as of June 30, 2025
• June 24, 2024 (date) — Business combination date where errors were identified
• August 29, 2025 (date) — Filing date of the 10-K/A

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company's ability to continue as a going concern is uncertain, as indicated by the need for restated financial statements and potential ongoing operational challenges. This uncertainty could impact future financing and operational stability.
• Restatement Process Complexity [high — operational]: The restatement of financial statements for fiscal years ended December 31, 2024, and 2023, and quarterly periods in 2023 and 2024, is a time-consuming and expensive process. This indicates significant accounting errors related to the business combination on June 24, 2024, which could distract management and impact investor confidence.
• HIPAA and SOC2 Compliance [medium — regulatory]: The company's telehealth platform must maintain HIPAA compliance and SOC2 external audit standards. Failure to do so could result in significant penalties, reputational damage, and loss of customer trust.
• Competition in Telehealth [medium — market]: The telehealth market is competitive, with numerous established players and emerging technologies. VSEEW faces competition from other telehealth platforms and software providers, requiring continuous innovation and effective market penetration strategies.
• Reliance on Subsidiaries [medium — operational]: The company's business model relies on its subsidiaries, VSee Lab and iDoc. Any operational issues, financial difficulties, or regulatory problems within these subsidiaries could materially impact the overall business.

Industry Context

VSEEW operates in the rapidly growing telehealth and digital health sector, which is characterized by increasing demand for remote patient care, efficiency in healthcare delivery, and solutions to address physician shortages. The market includes established EMR providers, specialized telehealth platforms, and technology companies offering 'no-code'/'low-code' solutions. Key trends include the integration of AI, remote patient monitoring, and the need for seamless interoperability with existing healthcare IT systems.

Regulatory Implications

The company must ensure strict adherence to healthcare regulations such as HIPAA for data privacy and security. Compliance with SOC2 standards is also critical for building trust with enterprise clients. Any failure in these areas could lead to significant fines, legal action, and reputational damage, impacting its ability to operate and attract customers.

What Investors Should Do

1. Monitor upcoming filings for details on the restatement resolution and its financial impact.
2. Evaluate the company's cash burn rate and future funding needs.
3. Assess the competitive positioning and customer adoption of VSEEW's 'no-code'/'low-code' telehealth platform.

Key Dates

• 2025-08-29: Filing of Form 10-K/A — Indicates restatement of financial statements for fiscal years ended December 31, 2024, and 2023, and quarterly periods in 2023 and 2024, due to errors in recognition and measurement as of the business combination date.
• 2024-06-24: Business Combination Date — The date of transactions where errors in financial statement recognition and measurement were identified, leading to the current restatement.
• 2025-06-30: Market Value of Non-Affiliate Common Shares — Valuation of the public float at $18.17M, providing an indication of market perception of the company's publicly traded shares.
• 2025-08-22: Common Stock Outstanding — Total of 16,422,690 common shares outstanding as of this date, relevant for per-share calculations and ownership analysis.

Glossary

10-K/A

An amended annual report filed with the SEC. It is used to correct or supplement information previously filed in a Form 10-K. (This filing indicates that VSEEW is correcting or updating previously reported financial information.)

Business Combination

The acquisition of one company by another, or the merger of two companies, into a single legal entity. (Errors in accounting for the business combination on June 24, 2024, are the primary reason for the financial restatement.)

Going Concern

An accounting assumption that a business will continue to operate for the foreseeable future. (The company's ability to continue as a going concern is uncertain, highlighting potential financial instability.)

Telehealth

The use of electronic information and telecommunications technologies to support long-distance clinical health care, patient and professional health education, public health, and health administration. (VSEEW's core business involves providing a comprehensive telehealth platform and related services.)

No-code/Low-code

Software development approaches that allow users to build applications with minimal or no traditional programming. (VSEEW's VSee Lab subsidiary offers 'no-code' and 'low-code' software building blocks for its telehealth platform, enabling easier customization for clients.)

HIPAA

The Health Insurance Portability and Accountability Act of 1996, a U.S. law that provides data privacy and security provisions for safeguarding medical information. (VSEEW's telehealth platform must be HIPAA compliant to handle sensitive patient data.)

SOC2

Service Organization Control 2, an auditing procedure that ensures a service provider securely manages data to protect the interests of their clients. (VSEEW's platform is externally audited for SOC2 compliance, indicating a commitment to data security.)

Year-Over-Year Comparison

This 10-K/A filing is primarily a restatement of prior period financial statements for the fiscal years ended December 31, 2024, and 2023, and quarterly periods in 2023 and 2024. Therefore, direct year-over-year comparisons of key financial metrics like revenue growth and margins are not immediately available from this filing. The primary focus is on correcting errors related to a business combination on June 24, 2024, and highlighting significant risks, including going concern uncertainty and the complexity of the restatement process.

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share VSEE The Nasdaq Stock Mar
• $11.50 — (1) share of common stock at a price of $11.50 per whole share VSEEW The Nasdaq St

Filing Documents

• vsee-20241231x10ka.htm (10-K/A) — 4565KB
• vsee-20241231xex21d2.htm (EX-21.2) — 1KB
• vsee-20241231xex23d1.htm (EX-23.1) — 3KB
• vsee-20241231xex23d2.htm (EX-23.2) — 4KB
• vsee-20241231xex31d1.htm (EX-31.1) — 16KB
• vsee-20241231xex31d2.htm (EX-31.2) — 16KB
• vsee-20241231xex32d1.htm (EX-32.1) — 12KB
• vsee-20241231x10ka004.jpg (GRAPHIC) — 6KB
• vsee-20241231x10ka008.jpg (GRAPHIC) — 12KB
• vsee-20241231x10ka009.jpg (GRAPHIC) — 8KB
• vsee-20241231xex23d1006.jpg (GRAPHIC) — 13KB
• vsee-20241231xex23d1007.jpg (GRAPHIC) — 9KB
• vsee-20241231xex23d2006.jpg (GRAPHIC) — 5KB
• 0001558370-25-011815.txt ( ) — 22784KB
• vsee-20241231.xsd (EX-101.SCH) — 168KB
• vsee-20241231_cal.xml (EX-101.CAL) — 108KB
• vsee-20241231_def.xml (EX-101.DEF) — 848KB
• vsee-20241231_lab.xml (EX-101.LAB) — 1184KB
• vsee-20241231_pre.xml (EX-101.PRE) — 1169KB
• vsee-20241231x10ka_htm.xml (XML) — 4518KB

Business

Item 1. Business 8

Risk Factors

Item 1A. Risk Factors 22

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 48

Properties

Item 2. Properties 49

Legal Proceedings

Item 3. Legal Proceedings 49

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 50 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 50

Reserved

Item 6. Reserved 50

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 50

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 63

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 63

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 85

Controls and Procedures

Item 9A. Controls and Procedures 85

Other Information

Item 9B. Other Information 87

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 87 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 87

Executive Compensation

Item 11. Executive Compensation 91

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 93

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 94

Principal Accounting Fees and Services

Item 14. Principal Accounting Fees and Services 97 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 98

Form 10-K Summary

Item 16. Form 10-K Summary 103

Signatures

Signatures 104 3 Table of Contents As used in this Annual Report on Form 10-K, unless otherwise indicated, VSee Health, Inc., together with its consolidated subsidiaries, is hereinafter referred to as "VSee," the "Registrant," "us," "we," "our" or the "Company." Unless specifically noted otherwise, this Annual Report generally speaks as of December 31, 2024. 4 Table of Contents Cautionary Note on Forward-Looking Statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of our management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those exp

Business

Item 1. Business Overview Through our wholly-owned subsidiary VSee Lab, we offer a comprehensive telehealth platform for U.S. hospitals and enterprises. Through VSee Lab, we offer a set of telehealth software building blocks, data connectors, and workflow templates that can be rapidly configured into the client's workflows. Our offerings allow clinicians without programming experience to configure our building blocks into their existing workflow without requiring programmers — i.e. — no code. In addition, our building blocks allow programmers to increase their productivity with simple coding to piece together our building blocks — i.e. — low code. At the core of our platform is a comprehensive set of software building blocks for telehealth that include on-demand visits, scheduling appointments, in-take forms, signature for consent and compliance, team coordination, unified communication, remote exam and remote patient monitoring, payments including insurance processing, clinical notes, and administrative control panels and analytics. These set of building blocks can connect to electronic medical record systems such as EPIC and Cerner via HL7, FHIR, and sFTP. Lastly, we provide a set of templates to make creating telehealth workflow fast and easy. The entire telehealth platform sits on a scalable server architecture and is HIPAA compliant and SOC2 externally audited. VSee Lab is also GDPR compliant and supports single-sign-on (SSO) and multi-factor-authentication (MFA). We put telehealth software tools in the hands of clinicians to enable them to make changes without programming so that they can achieve the best patient outcomes. We provide our clients with capabilities specifically built to enable them to collaborate with their clinical and non-clinical colleagues, securely coordinate patient care, conduct virtual patient visits including remote physical exam and remote patient monitoring, and an analytical dashboard to manage their entire telehealth operation

View Full Filing

View this 10-K/A filing on SEC EDGAR