VSEE HEALTH Restates Financials Due to Warrant Reclassification

TL;DR

VSEE HEALTH's old financials are toast - warrants are now liabilities, expect restatements.

AI Summary

VSEE HEALTH, INC. announced on July 17, 2025, that its previously issued financial statements for the period ending December 31, 2024, and interim periods ending March 31, 2025, and June 30, 2025, should no longer be relied upon. This is due to a reclassification of certain equity instruments, specifically warrants, which will now be classified as liabilities. This reclassification impacts the financial statements of the company, formerly known as DIGITAL HEALTH ACQUISITION CORP.

Why It Matters

This filing indicates a significant accounting change that will require restatement of past financial results, potentially affecting investor confidence and the company's reported financial health.

Risk Assessment

Risk Level: medium — Reissuing financial statements can signal internal control weaknesses or accounting errors, which introduces uncertainty for investors.

Key Players & Entities

• VSEE HEALTH, INC. (company) — Registrant
• July 17, 2025 (date) — Date of earliest event reported
• December 31, 2024 (date) — Period affected by financial statement non-reliance
• March 31, 2025 (date) — Period affected by financial statement non-reliance
• June 30, 2025 (date) — Period affected by financial statement non-reliance
• DIGITAL HEALTH ACQUISITION CORP. (company) — Former company name
• warrants (financial_instrument) — Instrument being reclassified

FAQ

Key Financial Figures

• $0.0001 — 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

Filing Documents

• tm2524669d1_8k.htm (8-K) — 33KB
• 0001104659-25-084843.txt ( ) — 239KB
• vsee-20250717.xsd (EX-101.SCH) — 3KB
• vsee-20250717_def.xml (EX-101.DEF) — 26KB
• vsee-20250717_lab.xml (EX-101.LAB) — 36KB
• vsee-20250717_pre.xml (EX-101.PRE) — 25KB
• tm2524669d1_8k_htm.xml (XML) — 5KB

02 Non-Reliance on Previously Issued Financial Statements

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. In connection with the preparation of VSee Health, Inc.'s (the "Company") Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Form 10-K"), the Company concluded that certain errors (described further below) were made in the consolidated financial statements of VSee Lab, Inc. ("VSee Lab"), as of December 31, 2023 and for the year ended December 31, 2023 (on a standalone basis, prior to the closing of the Company's Business Combination) (collectively, the "Prior Annual Financial Statements"). In addition, these errors were included in VSee Lab's consolidated financial statements for the periods ended March 31, 2023, June 30, 2023, September 30, 2023, and March 31, 2024 (on a standalone basis, prior to the closing of the Company's Business Combination), as well as the Company's consolidated financial statements included in the Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2024 and September 30, 2024 (collectively, the "Prior Interim Financial Statements," and together with the Prior Annual Financial Statements, the "Prior Financial Statements"). On July 17, 2025, management of the Company, in consultation with the Company's Board of Directors (including the members of the Audit Committee thereof), concluded that the Prior Financial Statements (other than the March 31, 2023 and March 31, 2024 consolidated financial statements of VSee Lab) should no longer be relied upon due to the impact of the errors noted below and will be restated. On August 22, 2025, management of the Company concluded that the March 31, 2023 and March 31, 2024 consolidated financial statements of VSee Lab should no longer be relied upon due to the impact of the errors noted below and will be restated. The Prior Financial Statements are required to be restated and should no longer be relied upon due to the following errors

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the U.S. federal securities laws.

Forward-looking statements can be identified by words such as "projects," "may," "will," "could,"

Forward-looking statements can be identified by words such as "projects," "may," "will," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "potential," "promise" or similar references to future periods. Examples of forward-looking statements in this current report include, without limitation, statements regarding the effects of the errors in the Prior Financial Statements. Forward-looking statements are statements that are not historical facts nor assurances of future performance. Instead, they are based on the Company's current beliefs, expectations, and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, the factors described under the caption "Risk Factors" in the Company's filings with the SEC. Any forward-looking statement made by the Company in this Current Report on Form 8-K is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking otherwise. 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: August 28, 2025 VSEE HEALTH, INC. By: /s/ Imoigele Aisiku Name: Imoigele Aisiku Title: Co-Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR