VSee Health Restates Financials, Faces Going Concern Uncertainty

TL;DR

**VSEEW's restatement and going concern warning are flashing red lights; steer clear until they prove financial stability.**

AI Summary

VSee Health, Inc. (VSEEW) filed a comprehensive 10-K for the fiscal year ended December 31, 2024, which included a restatement of previously issued financial statements for 2023 and interim periods in 2023 and 2024. The restatement was due to material errors in the recognition and measurement of accrued expenses and revenue cutoff in VSee Lab, Inc.'s financial statements, as well as errors identified at the business combination date of June 24, 2024. The company reported a market value of common shares held by non-affiliates at $18.17 million as of June 30, 2025, with 16,422,690 common shares outstanding as of August 22, 2025. VSee Health operates a comprehensive telehealth platform through its VSee Lab subsidiary, offering 'no-code' and 'low-code' solutions for hospitals and enterprises, including on-demand visits, scheduling, remote exams, and patient monitoring. Additionally, its iDoc subsidiary provides high-acuity specialty intensive care unit services, aiming to address physician shortages and burnout in ICUs. The filing explicitly states uncertainty regarding the company's ability to continue as a going concern, highlighting significant financial and operational risks.

Why It Matters

This restatement signals significant accounting control issues at VSee Health, potentially eroding investor confidence and raising questions about the reliability of past financial reporting. For investors, the 'going concern' uncertainty is a critical red flag, indicating potential insolvency or severe operational challenges that could lead to substantial losses. Employees and customers might face instability if the company struggles to secure additional capital or manage its financial health. In the competitive digital health and telehealth market, these financial missteps could severely hinder VSee Health's ability to compete with more stable players like Teladoc Health or Amwell, impacting its strategic outlook and market position.

Risk Assessment

Risk Level: high — The risk level is high due to the explicit statement in the filing that 'There is uncertainty regarding our ability to continue as a going concern.' This, coupled with the material restatement of financial statements for fiscal year 2023 and interim periods in 2023 and 2024, indicates severe financial reporting deficiencies and potential liquidity issues. The restatement was due to 'material errors with the recognition and measurement of accrued expenses and the proper cutoff of revenue transactions,' suggesting fundamental problems with financial controls.

Analyst Insight

Investors should exercise extreme caution and consider avoiding VSEEW shares given the 'going concern' warning and the material financial restatements. Await clear evidence of improved internal controls, sustained profitability, and a strengthened balance sheet before considering any investment. Current shareholders should evaluate their position carefully, as further declines are possible.

Key Numbers

• $18.17 million — Aggregate market value of common shares held by non-affiliates (As of June 30, 2025, indicating a relatively small market capitalization.)
• 16,422,690 — Common stock outstanding (As of August 22, 2025, providing a current share count.)
• December 31, 2024 — Fiscal year end (The period covered by this comprehensive 10-K filing.)
• June 24, 2024 — Business combination date (Date when errors in recognition and measurement of transactions were identified.)
• December 31, 2023 — Fiscal year end for restated financials (The primary period for which audited consolidated financial statements were restated.)

Key Players & Entities

• VSee Health, Inc. (company) — Registrant and parent company
• VSee Lab, Inc. (company) — Wholly-owned subsidiary offering telehealth platform
• iDoc (company) — Wholly-owned subsidiary providing high acuity patient care solutions
• Digital Health Acquisition Corp. (company) — Former name of the registrant
• SEC (regulator) — Securities and Exchange Commission
• Audit Committee (company) — Board committee that determined financial statements should not be relied upon
• EPIC (company) — Electronic medical record system VSee Lab connects with
• Cerner (company) — Electronic medical record system VSee Lab connects with

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company explicitly states substantial doubt exists regarding its ability to continue as a going concern. This is driven by recurring losses, a history of operating losses, and a need for additional financing to fund operations. The restatement of financial statements further exacerbates this uncertainty.
• Material Weaknesses and Restatements [high — operational]: The company identified material weaknesses in internal control over financial reporting, leading to a restatement of prior period financial statements for 2023 and interim periods of 2023 and 2024. These errors related to accrued expenses, revenue cutoff, and business combination accounting, indicating significant control deficiencies.
• HIPAA and GDPR Compliance [medium — regulatory]: The telehealth platform operates on a scalable server architecture that is HIPAA compliant and SOC2 externally audited. VSee Lab is also GDPR compliant. Failure to maintain these compliance standards could result in significant fines and reputational damage.
• Competition in Telehealth and ICU Services [medium — market]: VSee Health operates in competitive markets for both telehealth platforms (competing with 'no-code'/'low-code' solutions) and high-acuity specialty ICU services. The company faces established players and new entrants, requiring continuous innovation and effective market penetration strategies.
• Dependence on Future Financing [high — financial]: The company's ability to continue operations is contingent upon securing additional funding. The substantial doubt about its going concern status highlights the risk that it may not be able to raise the necessary capital on acceptable terms, or at all.

Industry Context

VSee Health operates within the rapidly expanding telehealth and digital health sector, which is characterized by increasing demand for remote patient care and administrative efficiency. The company also competes in the specialized field of high-acuity ICU physician services, addressing critical shortages of intensivists. Key trends include the integration of AI, the demand for user-friendly 'no-code'/'low-code' solutions, and the ongoing challenge of physician burnout.

Regulatory Implications

The company's telehealth services are subject to stringent healthcare regulations, including HIPAA in the U.S. and GDPR for international data. Maintaining compliance is crucial to avoid significant penalties and maintain trust. Changes in telehealth reimbursement policies or data privacy laws could materially impact the business model.

What Investors Should Do

1. Monitor Going Concern Disclosure Closely
2. Scrutinize Restatement Details
3. Evaluate Management's Strategy for Growth and Profitability
4. Assess Market Position and Competitive Landscape

Key Dates

• 2024-12-31: Fiscal Year End — Marks the end of the reporting period for the comprehensive 10-K filing, which includes restated financials.
• 2023-12-31: Fiscal Year End for Restated Financials — This is the primary period for which audited consolidated financial statements were restated due to material errors.
• 2024-06-24: Business Combination Date — Errors in recognition and measurement of transactions related to this business combination were identified, contributing to the restatement.
• 2025-06-30: Aggregate Market Value of Common Shares Held by Non-Affiliates — Reported at $18.17 million, indicating a relatively small market capitalization for the company.
• 2025-08-22: Common Stock Outstanding — As of this date, there were 16,422,690 common shares outstanding.

Glossary

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future. If there is substantial doubt about this, it must be disclosed. (The company explicitly states substantial doubt about its ability to continue as a going concern, a critical warning for investors.)

Restatement

The correction of previously issued financial statements due to material errors. (VSEEW restated its financials for 2023 and interim periods of 2023/2024 due to significant accounting errors, impacting the reliability of prior reporting.)

No-code/Low-code

Software development approaches that allow users to build applications with minimal or no traditional programming. (VSee Health's telehealth platform is built on these principles, aiming to empower clinicians and IT departments to rapidly configure workflows.)

Material Weakness

A deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. (The identification of material weaknesses led to the restatement of financial statements, highlighting significant internal control deficiencies.)

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. (The company's telehealth platform must be HIPAA compliant to operate legally and securely in the U.S. healthcare market.)

GDPR

The General Data Protection Regulation, a regulation in EU law on data protection and privacy for all individuals within the European Union and the European Economic Area. (VSee Lab's GDPR compliance is relevant for any operations or data handling involving EU individuals.)

Year-Over-Year Comparison

This 10-K filing is significant due to the material restatement of prior period financial statements for 2023 and interim periods of 2023 and 2024. This restatement, stemming from errors in accrued expenses, revenue cutoff, and business combination accounting, fundamentally alters the comparability of financial data. The filing also explicitly highlights substantial doubt regarding the company's ability to continue as a going concern, a critical risk factor not as prominently featured in previous filings. The market capitalization as of June 30, 2025, at $18.17 million, provides a current valuation snapshot, but the overall financial health and control environment appear to have deteriorated, necessitating a cautious approach from investors.

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-20241231x10k.htm (10-K) — 4550KB
• vsee-20241231xex23d1.htm (EX-23.1) — 3KB
• vsee-20241231xex23d2.htm (EX-23.2) — 3KB
• vsee-20241231xex31d1.htm (EX-31.1) — 16KB
• vsee-20241231xex31d2.htm (EX-31.2) — 16KB
• vsee-20241231xex32d1.htm (EX-32.1) — 12KB
• vsee-20241231x10k004.jpg (GRAPHIC) — 6KB
• vsee-20241231x10k008.jpg (GRAPHIC) — 12KB
• vsee-20241231x10k009.jpg (GRAPHIC) — 8KB
• vsee-20241231xex23d1006.jpg (GRAPHIC) — 13KB
• vsee-20241231xex23d1007.jpg (GRAPHIC) — 9KB
• vsee-20241231xex23d2006.jpg (GRAPHIC) — 13KB
• vsee-20241231xex23d2007.jpg (GRAPHIC) — 5KB
• 0001558370-25-011813.txt ( ) — 22767KB
• vsee-20241231.xsd (EX-101.SCH) — 168KB
• vsee-20241231_cal.xml (EX-101.CAL) — 108KB
• vsee-20241231_def.xml (EX-101.DEF) — 847KB
• vsee-20241231_lab.xml (EX-101.LAB) — 1183KB
• vsee-20241231_pre.xml (EX-101.PRE) — 1169KB
• vsee-20241231x10k_htm.xml (XML) — 4511KB

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 filing on SEC EDGAR