VSee Health S-1: 33.8M Shares Hit Market from Private Placements

TL;DR

**VSee Health's S-1 is a red flag for dilution, as 33.8 million shares from recent private placements are set to flood the market, with no new capital for the company from these sales.**

AI Summary

VSee Health, Inc. (VSEEW) filed an S-1 on December 29, 2025, primarily for the resale of up to 33,808,195 shares of common stock by selling stockholders, rather than a primary offering by the company. The filing details several private placement transactions that occurred in late 2025, including the Armistice Private Placement on December 1, 2025, involving Armistice Capital Master Fund Ltd. for 9,836,065 pre-funded warrant shares and 19,672,130 common warrant shares. Additionally, the Manatt Private Placement on December 9, 2025, resulted in Manatt, Phelps & Phillips, LLP receiving 3,000,000 common shares and up to 1,300,000 shares issuable upon conversion of Series B Convertible Preferred Stock, settling approximately $2.132 million in unpaid legal fees. VSee Health will not receive proceeds from the selling stockholders' sales but will benefit from cash exercises of warrants for general corporate purposes. The company's common stock traded at $0.405 per share and public warrants at $0.0801 on December 26, 2025, on Nasdaq. Significant dilution for existing stockholders is a key risk due to the potential issuance of these shares.

Why It Matters

This S-1 filing signals a substantial overhang of 33.8 million shares entering the market, representing a significant potential dilution for existing VSee Health investors. The company is not raising new capital from these sales, meaning no direct cash injection for operations, only from warrant exercises. The settlement of $2.132 million in legal fees with Manatt via equity highlights VSee Health's financial strain and reliance on equity-based compensation. In a competitive telehealth market, this influx of shares could depress VSEE's stock price, making future capital raises more challenging and potentially impacting employee morale and customer confidence.

Risk Assessment

Risk Level: high — The filing explicitly states, "Our stockholders may experience significant dilution as a result of our issuance of shares of Common Stock pursuant to the Series B Preferred Stock, Armistice Pre-funded Warrants and Armistice Warrants." The registration covers an aggregate of 33,808,195 shares, which is a substantial amount relative to the company's current market capitalization, indicating a high risk of downward pressure on the stock price.

Analyst Insight

Investors should exercise extreme caution and consider the significant dilution risk before investing in VSee Health. The large volume of shares registered for resale by selling stockholders, coupled with the company not receiving proceeds from these sales, suggests potential downward pressure on the stock. Monitor the trading activity of VSEEW closely for signs of selling pressure from Armistice Capital and Manatt, Phelps & Phillips, LLP.

Key Numbers

• 33,808,195 — Total shares registered for resale (Represents potential significant dilution for existing stockholders.)
• 3,000,000 — Manatt Shares (Common Stock held by Manatt, Phelps & Phillips, LLP.)
• 1,300,000 — Series B Shares (Shares issuable to Manatt upon conversion of Series B Preferred Stock.)
• 9,836,065 — Armistice Pre-Funded Warrant Shares (Shares issuable to Armistice upon exercise of pre-funded warrants.)
• 19,672,130 — Armistice Warrant Shares (Shares issuable to Armistice upon exercise of common warrants.)
• $2,132,000 — Manatt Debt (Approximate amount of unpaid legal fees settled with equity in the Manatt Private Placement.)
• $0.405 — Common Stock Price (Last reported sale price on Nasdaq on December 26, 2025.)
• $0.0801 — Public Warrant Price (Last reported sale price on Nasdaq on December 26, 2025.)
• December 1, 2025 — Armistice Private Placement Closing Date (Date of the private placement with Armistice Capital Master Fund Ltd.)
• December 9, 2025 — Manatt Private Placement Closing Date (Date of the private placement with Manatt, Phelps & Phillips, LLP.)

Key Players & Entities

• VSEE HEALTH, INC. (company) — Registrant and issuer of securities
• Armistice Capital Master Fund Ltd. (company) — Selling Stockholder, holder of Armistice Pre-Funded Warrants and Armistice Warrants
• Manatt, Phelps & Phillips, LLP (company) — Selling Stockholder, holder of Manatt Shares and Series B Convertible Preferred Stock, settled $2.132 million in legal fees
• Dr. Milton Chen (person) — Chairman and Co-Chief Executive Officer of VSee Health, Inc.
• M. Ali Panjwani, Esq. (person) — Legal counsel from Pryor Cashman LLP
• Pryor Cashman LLP (company) — Legal counsel for VSee Health, Inc.
• Nasdaq Capital Market (regulator) — Exchange where VSee Health's common stock and public warrants are listed
• $2.132 million (dollar_amount) — Unpaid legal fees owed to Manatt, Phelps & Phillips, LLP, settled with equity
• $0.405 (dollar_amount) — Last reported sale price of VSee Health Common Stock on December 26, 2025
• $0.0801 (dollar_amount) — Last reported sale price of VSee Health public warrant on December 26, 2025

FAQ

Risk Factors

• Significant Dilution from Resale of Shares [high — financial]: The registration of 33,808,195 shares for resale by selling stockholders, including shares from private placements to Armistice Capital Master Fund Ltd. and Manatt, Phelps & Phillips, LLP, poses a significant risk of dilution for existing stockholders. The potential conversion of pre-funded warrants and Series B Convertible Preferred Stock, along with the exercise of common warrants, could substantially increase the outstanding share count.
• Reliance on Warrant Exercises for Proceeds [medium — financial]: The company will not receive proceeds from the resale of shares by selling stockholders. Its ability to generate cash from these transactions is contingent on the cash exercise of warrants by Armistice Capital Master Fund Ltd., which could be influenced by market conditions and the stock price, currently trading at $0.405 for common stock and $0.0801 for public warrants.
• Settlement of Legal Fees with Equity [medium — legal]: The company settled approximately $2.132 million in unpaid legal fees with Manatt, Phelps & Phillips, LLP through the issuance of 3,000,000 common shares and up to 1,300,000 shares upon conversion of Series B Convertible Preferred Stock. This transaction, while resolving a debt, adds to the potential dilution and increases the number of shares held by a single entity.
• Low Stock and Warrant Prices [medium — market]: The current trading prices of $0.405 for common stock and $0.0801 for public warrants on Nasdaq suggest a low market valuation. This could impact the company's ability to raise future capital and the willingness of warrant holders to exercise their warrants for cash.

Industry Context

VSEE HEALTH, INC. operates within the health technology sector, which is characterized by rapid innovation, increasing demand for telehealth and remote patient monitoring solutions, and a competitive landscape with both established players and emerging startups. The industry is driven by technological advancements, regulatory changes, and evolving consumer preferences for convenient and accessible healthcare services.

Regulatory Implications

As a health technology company, VSEE HEALTH, INC. is subject to various healthcare regulations, including those related to data privacy (like HIPAA in the US) and the approval of medical devices or software. The S-1 filing itself is a regulatory requirement to ensure transparency for investors regarding the resale of securities.

What Investors Should Do

1. Monitor share count and dilution closely.
2. Evaluate the impact of warrant exercises on company cash.
3. Assess the company's ability to generate revenue and profit.
4. Understand the terms of the private placements.

Key Dates

• 2025-12-01: Armistice Private Placement Closing — Armistice Capital Master Fund Ltd. acquired 9,836,065 pre-funded warrant shares and 19,672,130 common warrant shares, contributing to the large number of shares registered for resale.
• 2025-12-09: Manatt Private Placement Closing — Manatt, Phelps & Phillips, LLP received 3,000,000 common shares and up to 1,300,000 Series B Convertible Preferred Stock shares to settle $2.132 million in legal fees, increasing potential dilution.
• 2025-12-29: S-1 Filing Date — The company filed an S-1 primarily for the resale of a substantial number of shares by existing stockholders, highlighting potential dilution and the nature of the offering.
• 2025-12-26: Last Reported Stock Prices — Common stock traded at $0.405 and public warrants at $0.0801, indicating current market valuation and potential exercise incentives for warrant holders.

Glossary

S-1 Filing

A registration statement filed with the SEC by companies planning to offer securities to the public. It provides detailed information about the company's business, financial condition, and the securities being offered. (This filing details the resale of shares by existing stockholders and the terms of private placements, directly impacting potential dilution.)

Selling Stockholders

Existing shareholders who are registering their shares with the SEC to sell them to the public. The company does not receive proceeds from these sales. (The majority of shares registered in this S-1 are for resale by these stockholders, making dilution a primary concern for current investors.)

Pre-funded Warrant

A type of warrant that, upon exercise, results in the holder receiving a share of common stock that is already 'pre-funded,' meaning the exercise price is nominal or zero, and the share is immediately considered issued and outstanding. (Armistice Capital Master Fund Ltd. holds pre-funded warrants, which represent a direct issuance of shares upon exercise, contributing to dilution.)

Common Warrant

A financial contract that gives the holder the right, but not the obligation, to buy a company's common stock at a specified price (the exercise price) on or before a certain date. (Armistice Capital Master Fund Ltd. holds common warrants, and their exercise for cash could provide some proceeds to VSEEW, but also increases share count.)

Series B Convertible Preferred Stock

A class of preferred stock that can be converted into a specified number of shares of common stock, often at the holder's option or upon certain events. (Manatt, Phelps & Phillips, LLP holds this type of stock, which can be converted into common shares, adding to potential dilution.)

Rule 415

SEC rule that permits companies to register securities for delayed or continuous offering and sale over time, often used for secondary offerings or when the exact timing or amount of sale is uncertain. (This S-1 is filed under Rule 415 for a continuous offering by selling stockholders, indicating a flexible resale plan.)

Year-Over-Year Comparison

This S-1 filing is primarily for the resale of shares by existing stockholders and does not appear to be a comparison to a prior filing detailing operational or financial performance changes. The key focus is on the structure of recent private placements and the subsequent registration of these shares for public sale, highlighting potential dilution rather than year-over-year business growth or decline.

Key Financial Figures

• $0.0001 — 5 shares of our common stock, par value $0.0001 per share (the "Common Stock"), consist
• $1,000 — 1 per share and a stated value equal to $1,000 per share (subject to increase pursuant
• $0.405 — tock on Nasdaq on December 26, 2025 was $0.405] per share and the last reported sale p
• $0.0801 — ice of our public warrant on Nasdaq was $0.0801 per public warrant. We recommend that y
• $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
• $10.00 — at an initial fixed conversion price of $10.00 per share. "Amended Charter" refers t
• $0.61 — to the common warrants, exercisable for $0.61 per share, to purchase up to 19,672,130
• $2,222,222 — te in the aggregate principal amount of $2,222,222.22, bearing interest at rate of 10% per
• $2.00 — at a fixed initial conversion price of $2.00 per share. "Ascent Purchase Agreement
• $2 — n Stock at an initial exercise price of $2.25, subject to certain adjustments, iss
• $11 — n Stock at an initial exercise price of $11.50, subject to certain adjustments, iss
• $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.
• $201,000 — tock for an aggregate purchase price of $201,000. "CNPA Investor" refers to the accred

Filing Documents

• vsees1121725.htm (S-1) — 5478KB
• vseesex5-1.htm (EX-5.1) — 14KB
• vseesex10-66.htm (EX-10.66) — 78KB
• vseesex10-67.htm (EX-10.67) — 25KB
• vseesex23-1.htm (EX-23.1) — 2KB
• vseesex23-2.htm (EX-23.2) — 2KB
• vseesex-fee.htm (EX-FILING FEES) — 24KB
• image_001.jpg (GRAPHIC) — 13KB
• image_002.jpg (GRAPHIC) — 4KB
• image_003.jpg (GRAPHIC) — 4KB
• image_004.jpg (GRAPHIC) — 4KB
• image_005.jpg (GRAPHIC) — 27KB
• image_006.jpg (GRAPHIC) — 14KB
• image_007.jpg (GRAPHIC) — 13KB
• ex5-1_001.jpg (GRAPHIC) — 25KB
• ex5-1_002.jpg (GRAPHIC) — 6KB
• ex23-2_001.jpg (GRAPHIC) — 5KB
• ex23-2_002.jpg (GRAPHIC) — 2KB
• 0001185185-25-002184.txt ( ) — 28621KB
• vsee-20250930.xsd (EX-101.SCH) — 211KB
• vsee-20250930_cal.xml (EX-101.CAL) — 77KB
• vsee-20250930_def.xml (EX-101.DEF) — 1107KB
• vsee-20250930_lab.xml (EX-101.LAB) — 1622KB
• vsee-20250930_pre.xml (EX-101.PRE) — 1105KB
• vsees1121725_htm.xml (XML) — 4865KB
• vseesex-fee_htm.xml (XML) — 12KB

Business

Business 57 Management 71 Executive Compensation 75 Principal Stockholders 77 Certain Relationships and Related Party Transactions 79 Description of Capital Stock 83 Securities Act Restrictions on Resale of our Securities 109 Selling Stockholders 110 Plan of Distribution 112 Legal Matters 114 Experts 114 Where You Can Find More Information 114 Index to Financial Statements F-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 Securities and Exchange Commission (the "SEC") for the delayed or continuous offering and sale of securities pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). This prospectus generally describes VSee Health, Inc. and our Common Stock. The Selling Stockholders may use this registration entitled " Plan of Distribution ." Our registration of the securities covered by this prospectus does not mean that either we or the Selling Stockholders will issue, offer or sell, as applicable, any of the securities registered hereunder. Under the registration offered by it described in this prospectus. We will not receive any proceeds from the sale of Common Stock by the Selling Stockholders pursuant to this prospectus, although we will receive proceeds from any cash exercises of the Armistice Pre-funded Warrants or Armistice Warrants. However, we will pay the expenses, other than underwriting discounts and commissions, associated with the sale of shares pursuant to this prospectus. We and the Selling Stockholders, as applicable, may deliver a prospectus supplement with this prospectus, to the extent appropriate, to up

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View this S-1 filing on SEC EDGAR