VSEE HEALTH, INC. Files for IPO
Ticker: VSEEW · Form: S-1 · Filed: Jul 17, 2024 · CIK: 1864531
| Field | Detail |
|---|---|
| Company | Vsee Health, Inc. (VSEEW) |
| Form Type | S-1 |
| Filed Date | Jul 17, 2024 |
| Risk Level | medium |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $0.0001, $2,523,744.29, $2.00, $11, $10 |
| Sentiment | neutral |
Sentiment: neutral
Topics: ipo, sec-filing, health-services
TL;DR
VSEE HEALTH, INC. (fka DIGITAL HEALTH ACQUISITION CORP.) is going public via S-1 filing.
AI Summary
VSEE HEALTH, INC. has filed an S-1 form with the SEC, indicating its intention to go public. The company, formerly known as DIGITAL HEALTH ACQUISITION CORP., is based in Boca Raton, Florida, and operates in the health services sector. This filing marks a significant step towards its initial public offering, though specific financial targets or dates for the IPO are not detailed in this excerpt.
Why It Matters
This S-1 filing signals VSEE HEALTH, INC.'s move towards becoming a publicly traded company, which could bring new investment and growth opportunities to the digital health sector.
Risk Assessment
Risk Level: medium — As an S-1 filing, it represents a company in the process of going public, which inherently carries market and execution risks not yet fully disclosed.
Key Players & Entities
- VSEE HEALTH, INC. (company) — Filer of the S-1 registration statement
- DIGITAL HEALTH ACQUISITION CORP. (company) — Former name of VSEE HEALTH, INC.
- Boca Raton, Florida (location) — Business and mailing address of VSEE HEALTH, INC.
- 0001864531 (company) — Central Index Key for VSEE HEALTH, INC.
FAQ
What is the primary business of VSEE HEALTH, INC.?
VSEE HEALTH, INC. operates in the SERVICES-HEALTH SERVICES sector, as indicated by its Standard Industrial Classification code [8000].
When did VSEE HEALTH, INC. change its name?
The company changed its name from DIGITAL HEALTH ACQUISITION CORP. on May 26, 2021.
Where is VSEE HEALTH, INC. located?
VSEE HEALTH, INC. is located at 980 N FEDERAL HWY #304, Boca Raton, FL 33432.
What is the SEC file number for this S-1 filing?
The SEC file number for this S-1 filing is 333-280845.
What is the fiscal year end for VSEE HEALTH, INC.?
The fiscal year end for VSEE HEALTH, INC. is December 31 (1231).
Filing Stats: 4,577 words · 18 min read · ~15 pages · Grade level 14.3 · Accepted 2024-07-17 06:22:57
Key Financial Figures
- $0.0001 — f the Company's common stock, par value $0.0001 (the "Common Stock") consisting of (i)
- $2,523,744.29 — te with an aggregate principle value of $2,523,744.29 (the "Exchange Note") issued to the Sel
- $2.00 — t amount thereon) at the floor price of $2.00 and full exercise of the Bridge Warrant
- $11 — n Stock at an initial exercise price of $11.50, subject to certain adjustments ther
- $10 — on Stock at a fixed conversion price of $10 per share. The conversion price of the
- $10.00 — reset if our Common Stock trades below $10.00 on the 10th business day after the conv
- $6.24 — stock on The Nasdaq Capital Market was $6.24 per share. We are a "smaller reporting
- $111,111.33 — as amended, in the principal amount of $111,111.33 purchased at signing of the Bridge Lett
- $55,555.67 — ich will mature on May 21, 2025 and (2) $55,555.67 purchased on January 25, 2024, which wi
- $888,888.80 — ober 5, 2022 in the principal amount of $888,888.80 (the "DHAC Bridge Notes"), $666,666.60
- $666,666.60 — $888,888.80 (the "DHAC Bridge Notes"), $666,666.60 (the "VSee Bridge Notes") and $666,666.
- $2,222,222 — egate principal amount of approximately $2,222,222. "Bylaws" refers to the bylaws of VSee
- $50,000,000 — ted to purchase from the Company, up to $50,000,000 of its newly issued shares of the Compa
- $500,000 — nvertible note in a principal amount of $500,000 that is convertible into shares of the
- $600,000 — e, (ii) the VSee Bridge Note other than $600,000 of the principal amount thereof, and (i
Filing Documents
- vsee-20240331xs1.htm (S-1) — 7955KB
- vsee-20240331xex5d1.htm (EX-5.1) — 18KB
- vsee-20240331xex23d1.htm (EX-23.1) — 4KB
- vsee-20240331xex23d2.htm (EX-23.2) — 4KB
- vsee-20240331xex23d3.htm (EX-23.3) — 4KB
- vsee-20240331xexfees.htm (EX-FILING FEES) — 29KB
- vsee-20240331xex5d1001.jpg (GRAPHIC) — 4KB
- vsee-20240331xex23d1001.jpg (GRAPHIC) — 6KB
- vsee-20240331xex23d2001.jpg (GRAPHIC) — 7KB
- vsee-20240331xex23d3001.jpg (GRAPHIC) — 7KB
- vsee-20240331xs1002.jpg (GRAPHIC) — 9KB
- vsee-20240331xs1007.jpg (GRAPHIC) — 3KB
- vsee-20240331xs1008.jpg (GRAPHIC) — 3KB
- vsee-20240331xs1009.jpg (GRAPHIC) — 12KB
- vsee-20240331xs1010.jpg (GRAPHIC) — 7KB
- vsee-20240331xs1011.jpg (GRAPHIC) — 14KB
- vsee-20240331xs1012.jpg (GRAPHIC) — 10KB
- vsee-20240331xs1013.jpg (GRAPHIC) — 6KB
- vsee-20240331xs1014.jpg (GRAPHIC) — 14KB
- 0001104659-24-080322.txt ( ) — 41150KB
- vsee-20240331.xsd (EX-101.SCH) — 218KB
- vsee-20240331_cal.xml (EX-101.CAL) — 179KB
- vsee-20240331_def.xml (EX-101.DEF) — 1840KB
- vsee-20240331_lab.xml (EX-101.LAB) — 1084KB
- vsee-20240331_pre.xml (EX-101.PRE) — 2491KB
- vsee-20240331xs1_htm.xml (XML) — 5732KB
USE OF PROCEEDS
USE OF PROCEEDS 35 MARKET PRICE OF OUR COMMON STOCK 36 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 37 DESCRIPTION OF BUSINESS 50
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DHAC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DHAC 63
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VSEE LAB
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VSEE LAB 68
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF IDOC
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF IDOC 77 MANAGEMENT 88
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 91 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 93 BENEFICIAL OWNERSHIP OF SECURITIES 100 DESCRIPTION OF PRIVATE PLACEMENT TRANSACTIONS 102 THE SELLING STOCKHOLDER 104 DESCRIPTION OF OUR SECURITIES 106 SECURITIES ACT RESTRICTIONS ON RESALE OF OUR SECURITIES 121 PLAN OF DISTRIBUTION 122 LEGAL MATTERS 124 EXPERTS 124 WHERE YOU CAN FIND MORE INFORMATION 124 INDEX TO FINANCIAL STATEMENTS F-1 PART II II-1 i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the " SEC "). Under this registration process, the Selling Stockholder may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by the Selling Stockholders of the securities offered by them described in this prospectus, other than the amounts to be received by us upon exercise of the Bridge Warrants. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to this offering. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the headings " Where You Can Find More Information. " Neither we nor the Selling Stockholders have authorized anyone to provide you with any information or to make any representations other than those