Vsee Health, Inc. 8-K/A Filing

FAQ

Key Financial Figures

• $0.0001 — e on which registered Common Stock, $0.0001 par value per share VSEE The Nasdaq
• $11.50 — (1) share of common stock at a price of $11.50 per whole share VSEEW The Nasdaq St
• $9.5 million — mber 1, 2025, on a pro forma basis, was $9.5 million. As previously furnished, the Exhibit i
• $13.2 million — mber 31, 2025, on a pro forma basis, of $13.2 million. No other changes have been made to the
• $2,500,000 — ockholders' equity had fallen below the $2,500,000 required minimum for continued listing.
• $18,488 — The Company's stockholders' deficit was $18,488 as of December 31, 2024, as reported in
• $9.5 m — 25, shows total stockholders' equity of $9.5 million, reflecting compliance with the E

Filing Documents

• vsee8ka120925.htm (8-K/A) — 33KB
• vseeex99-1.htm (EX-99.1) — 67KB
• 0001185185-25-002019.txt ( ) — 316KB
• vsee-20251128.xsd (EX-101.SCH) — 4KB
• vsee-20251128_def.xml (EX-101.DEF) — 26KB
• vsee-20251128_lab.xml (EX-101.LAB) — 36KB
• vsee-20251128_pre.xml (EX-101.PRE) — 25KB
• vsee8ka120925_htm.xml (XML) — 7KB

01 Other Events

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, a

01 Financial Statements and Exhibits

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

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