SC 13G: VSEE HEALTH, INC.

AI Summary

SC 13G filing by VSEE HEALTH, INC..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securitie

Filing Documents

• g084328_sc13g.htm (SC 13G) — 81KB
• 0001753926-24-001214.txt ( ) — 83KB

(a). Name of Issuer

Item 1(a). Name of Issuer: VSee Health, Inc. (the “ Issuer ”).

(b). Address of Issuer’s Principal

Item 1(b). Address of Issuer’s Principal Executive Offices: The Issuer’s principal executive offices are located at 980 N Federal Hwy #304, Boca Raton, Florida 33432.

(a). Names of Persons Filing

Item 2(a). Names of Persons Filing: (i) Dominion Capital LLC, a Connecticut limited liability company (“ Dominion ”); (ii) Dominion Capital GP LLC, a Delaware limited liability company (“ Dominion GP ”); (iii) Dominion Capital Holdings LLC, a Delaware limited liability company (“ Dominion Holdings ”); (iv) Mikhail Gurevich; and (v) Gennadiy Gurevich. The foregoing persons are hereinafter collectively referred to as the “ Reporting Persons ”. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Statement on Schedule 13G (the “ Schedule 13G ”), pursuant to which the Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.

(b). Address of Principal Business Office

Item 2(b). Address of Principal Business Office or, if none, Residence: The principal business address of each of the Reporting Persons is 256 West 38 th Street, 15 th Floor, New York, NY 10018.

(c). Citizenship

Item 2(c). Citizenship: Dominion is a Connecticut limited liability company. Each of Dominion GP and Dominion Holdings is a Delaware limited liability company. Each of Mikhail Gurevich and Gennadiy Gurevich is a citizen of the United States.

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: The title of the class of securities to which the Schedule 13G relates is the Issuer’s common stock, par value $0.0001 per share (the “ Common Stock ”).

(e). CUSIP Number: 92919Y102

Item 2(e). CUSIP Number: 92919Y102 CUSIP No. 92919Y102 13G Page 8 of 11 Pages

If This Statement is Filed Pursuant

Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not applicable.

Ownership

Item 4. Ownership. The information required by this item with respect to each Reporting Person is set forth on rows (5) through (9) and (11) of the cover page to this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on (i) 14,692,820 shares of Common Stock, as reported by the issuer in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 28, 2024, including 630,000 shares of Common Stock directly held by Dominion, and (ii) up to 173,913 shares of Common Stock issuable upon full exercise of a common stock purchase warrant of the Issuer (the “ Warrant ”) directly held by Dominion. As of July 5, 2024, Dominion directly holds convertible promissory notes of the Issuer convertible into an aggregate of 320,375 shares of Common Stock (such notes collectively, the “ Convertible Notes ”), which are in each case, subject to a 4.99% beneficial ownership limitation provision contained therein (a “ Blocker ”). Due to the Blockers, assuming that the Warrant is fully exercised prior to any conversion of the Convertible Notes, Dominion is prohibited from converting the Convertible Notes into shares of Common Stock. The percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page for each Reporting Person give effect to the Blockers in the Convertible Notes. Consequently, as of July 5, 2024, each of the Reporting Persons are not deemed to be beneficial owners of the shares of Common Stock issuable upon any conversion of the Convertible Notes. Dominion is the beneficial owner of 803,913 shares of Common Stock (the “ Shares ”). Dominion has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its manager, Dominion GP. Dominion Holdings is the manager of Dominion GP. Each of the managers o

Ownership of Five Percent or Less of

Item 5. Ownership of Five Percent or Less of a Class. Not applicable.

Ownership of More than Five Percent

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. CUSIP No. 92919Y102 13G Page 9 of 11 Pages

Identification and Classification of

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable.

Identification and Classification of

Item 8. Identification and Classification of Members of the Group. Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable.

Certification

Item 10. Certification. By signing below each of the Reporting Persons certify that, to the best of each of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. CUSIP No. 92919Y102 13G Page 10 of 11 Pages After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 5, 2024 DOMINION CAPITAL LLC By: Dominion Capital GP LLC, its Manager By: Dominion Capital Holdings LLC, its Manager By: /s/ Mikhail Gurevich Name: Mikhail Gurevich Title: Managing Member DOMINION CAPITAL GP LLC By: Dominion Capital Holdings LLC, its Manager By: /s/ Mikhail Gurevich Name: Mikhail Gurevich Title: Managing Member DOMINION CAPITAL HOLDINGS LLC By: /s/ Mikhail Gurevich Name: Mikhail Gurevich Title: Managing Member /s/ Mikhail Gurevich Mikhail Gurevich /s/ Gennadiy Gurevich Gennadiy Gurevich CUSIP No. 92919Y102 13G Page 11 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to such statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completene

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