Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 15, 2024

VSEE HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41015		86-2970927
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

980 N Federal Hwy #304 Boca Raton, Florida		33432
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 672-7068

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	VSEE	The Nasdaq Stock Market LLC
Warrants, which entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share	VSEEW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02. Results of Operations and Financial Condition.

On November 15, 2024, VSee Health, Inc. issued a press release announcing financial results for the three and nine months ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statement and Exhibits.

Exhibit Number		Description
99.1		Press Release dated November 15, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 18, 2024	VSEE HEALTH, INC.

	By:	/s/ Imoigele Aisiku
	Name:	Imoigele Aisiku
	Title:	Co-Chief Executive Officer

Exhibit 99.1

VSee Health Reports Third Quarter 2024 Revenue Up 131% Year-over-Year

SAN JOSE, Calif. -- November 15, 2024 -- VSee Health, Inc. (Nasdaq: VSEE), a provider of comprehensive telehealth services that customize workflow streams and enhance patient care, today provided a business update and reported financial results for the three and nine months ended September 30, 2024.

Financial & Business Highlights

	·	Revenue was $3.4 million for the third quarter of 2024, up 131% over the third quarter of 2023.
	·	Revenue was $6.6 million for the nine months ended September 30, 2024, up 51% over the nine months ended September 30, 2023.
	·	Contracted with Seven Corners Correctional Health, the operator of 24 federal prisons, to offer accessible, quality specialty care to the inmate population they serve.
	·	Expanded our telehealth and billing services to major healthcare clients through a partnership with SkywardRx, including nonprofit, hospital and Fortune 20 corporate clients.
	·	Partnered with Ava Robotics for the development of a VSee Health-powered Ava robot that allows providers to extend their reach and provide personalized care remotely to hospital intensive care units.
	·	Launched Aimee, an innovative virtual healthcare, labs and prescription drug service that patients can access whether or not they have health insurance, providing low-cost access to quality healthcare.
	·	Launched a sea ambulance telehealth initiative utilizing Starlink satellite technology, providing US veterans and residents in remote areas with access to virtual doctor consultations and emergency care.
	·	Introduced a GLP-1 telehealth program to address obesity and chronic diseases, integrating prescription medication, personalized care plans, and behavioral interventions to provide affordable, impactful healthcare solutions for underserved communities.
	·	Partnered with BabyLiveAdvice to address maternal care disparities by launching an innovative virtual maternal care model to provide comprehensive care for underserved communities.

Management Commentary

"This quarter marks a transformative moment for VSee Health, the completion of our first full quarter post-merger. The integration of VSee Lab and iDoc Virtual Telehealth Solutions has solidified our position in delivering scalable, tailored telehealth solutions," said Imo Aisiku, M.D., co-CEO and Chairman of VSee Health. "We believe our combined company is uniquely positioned to address critical challenges in healthcare, from expanding access in underserved communities to optimizing workflows for enterprise-level clients. This period has demonstrated the resilience of our platform and our capacity to drive meaningful impact."

"We believe that our ability to combine fast customization, enterprise scalability, and robust security is what sets us apart in the crowded telehealth space. This quarter's strategic initiatives and partnerships, including the launch of programs addressing obesity, maternal health disparities, and veteran care, exemplify our commitment to delivering scalable solutions that improve lives while creating long-term value for our stakeholders," added Milton Chen, Ph.D., co-CEO of VSee Health.

Third Quarter Financial Results

Third quarter consolidated financial statements include the accounts of VSee Health, Inc. and its subsidiaries, VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc., which are both 100% wholly owned subsidiaries of VSee Health following the business combination on June 24, 2024.

Revenue was $3.4 million for the third quarter of 2024, compared to $1.5 million for the third quarter of 2023, an increase of 131%. The increase was primarily driven by $1.1 million or 100% of revenue from the acquisition of iDoc in the second quarter, as well as higher technical and engineering fees, and professional and other fees and. Technical and engineering fees increased by 267% due to a higher volume of engineering, customizations and integration services provided to the U.S. Department of Health and Human Services and existing customers. Professional and other fees increased by 40% due to higher project management services primarily to a recently signed significant client. Subscription revenue also increased 9% due to higher usage volumes.

Operating expenses for the third quarter of 2024 increased by $58.2 million. The increase was driven by one-time goodwill impairment charges of $55.0 million. The increase was also driven by higher general and administrative expense, primarily from amortization expense and an increase in expenses related to the acquisition of iDoc, as well as transaction related expenses from the recapitalization and acquisitions of DHAC and iDoc, primarily for professional and advisory service fees.

Net loss for the third quarter of 2024 was $51.8 million, compared to a net loss of $0.1 million for the third quarter of 2023. The increase was primarily driven by one-time goodwill impairment charges of $55.0 million, and a $0.7 million loss on extinguishment related to note conversions and shares issued to vendors. These were partially offset by a $5.7 million gain on the change in fair value of debt and derivative financial instruments.

Nine Month Financial Results

Revenue was $6.6 million for the nine months ended September 30, 2024, compared to $4.3 million for the nine months ended September 30, 2023, an increase of $2.2 million or 51%. The increase was primarily driven by 100% of revenue from the acquisition of iDoc in the second quarter, as well as higher technical and engineering fees, and professional and other fees. Technical and engineering fees increased by 161% due to a higher volume of customizations, engineering, and integration services for a recently signed significant client and existing customers. Professional and other fees increased by 50% due to increased project management services, higher patient visits, and higher hardware purchases from new customers during the second quarter. These increases were offset by a 2% decline in subscription revenue due to the churned enterprise customers in 2024, as some clients gradually shifted back to face-to-face consultations.

Operating expenses for the nine months ended September 30, 2024 increased by $58.6 million to $63.0 million. The increase was driven by one-time goodwill impairment charges of $55.0 million, as well as higher general and administrative expenses, primarily from amortization expense and an increase of expenses related to the acquisition of iDoc. Additionally, transaction expenses from the recapitalization and acquisitions of DHAC and iDoc contributed to the increase, primarily for professional and advisory service fees.

Net loss for the nine months ended September 30, 2024, was $52.1 million, compared to a net loss of $1.0 million for the same period in 2023. The increase was primarily driven by one-time goodwill impairment charges of $55.0 million, $1.6 million initial fair value loss on the Quantum Note, and $0.7 million loss on extinguishment related to note conversions and shares issued to vendors. These were partially offset by a $6.3 million gain on the change in fair value of debt and derivative financial instruments.

As of September 30, 2024, VSee Health had cash of $2.3 million.

Pro Forma Financial Results

The unaudited pro forma financial information in the tables below summarizes the combined results of VSee Health's operations and iDoc's operations, as though the acquisition of iDoc had been completed as of the beginning of 2023.

Proforma total revenues for the third quarter of 2024 were $3.4 million compared with $3.1 million for the third quarter of 2023. Proforma total revenues for the nine months ended September 30, 2024, were $9.2 million compared with $9.4 million for the same period of 2023.

The proforma net loss for the third quarter of 2024 was $0.4 million, or $(0.02) per share, compared with a net loss of $1.3 million, or $(0.09) per share, for the third quarter of 2023. The proforma net loss for the nine months ended September 30, 2024, was $2.4 million, or $(0.16) per share, compared with a net loss of $3.4 million, or $(0.24) per share, for the same period of 2023.

The following table summarizes the pro forma financial information:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Total revenues	$	3,354,437	$	3,076,235	$	9,191,682	$	9,390,435
Net loss	$	(368,063)	$	(1,322,199)	$	(2,436,877)	$	(3,435,940)
Weighted average shares:
Basic and diluted		15,077,548		14,806,820		14,821,999		14,602,506
Net loss per share:
Basic and diluted	$	(0.02)	$	(0.09)	$	(0.16)	$	(0.24)

About VSee Health

VSee Health's AI telehealth platform is the fastest way for enterprises to go from ideation to market go-live. Field-hardened on over 1.5M HIPAA-compliant video encounters every month, its customizable telehealth building blocks each meet stringent security standards, and are ready to scale. VSee Health has deployed services in over 50 countries, including Iraq, Syria, Marshall Islands and El Salvador. Its clients include NASA Space Station, US Department of Health and Human Services, McKesson, Magellan, DaVita, GE, countless startups, and the entire country of Qatar.

VSee Health also provides tailored solutions for critical shortage areas such as critical care and teleradiology. It is committed to empowering high quality healthcare access and reducing physician burnout and workforce shortages through its telehealth technology. For more information, please visit www.vseehealth.com.

Forward-Looking Statements

Matters discussed in this news release that are not statements of historical or current facts, including but not limited to those relating to VSee Health's ability to improve healthcare access and provider efficiencies, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause performance or achievements to be materially different from historical results or from any future performance or achievements expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. More information on risk factors relating to VSee Health and its technology and billing services is included from time to time in the "Cautionary Note Regarding Forward-Looking Statements," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of VSee Health's periodic and current filings with the SEC, which are also made available on VSee Health's website at www.vseehealth.com. Forward-looking statements speak only as of the date they are made, and VSee Health undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, or otherwise

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2024			2023
		(Unaudited)
ASSETS
Current assets
Cash	$	2,327,337		$	118,734
Accounts receivable, net of allowance for credit losses of $2,062,444 and $32,457 as of September 30, 2024, and December 31, 2023, respectively		2,613,327			628,480
Due from related party		560,380			-
Prepaids and other current assets		1,606,469			79,920
Total current assets		7,107,513			827,134

Note receivable, related party		245,500			-
Right-of-use assets, net		417,835			-
Intangible assets, net		11,547,500			-
Goodwill		4,916,694			-
Fixed assets, net		794,688			3,657
Total assets	$	25,029,730		$	830,791

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	8,270,393		$	1,824,408
Deferred revenue		683,111			802,524
Due to related party		456,858			338,506
Operating lease liability		68,958			-
Financing lease liability		191,330			-
Factoring payable		208,788			-
Encompass Purchase liability		265,978			-
Income tax payable		63,855			-
SAFE Note		-			135,000
Contingent liability		-			600,000
ELOC		177,000			-
ELOC Commitment Fee Note		495,000			-
Additional Bridge Notes		122,000			-
Exchange Note		1,851,000			-
Quantum Convertible Note, related party		2,985,000			-
September 2024 Convertible Note		2,000,000			-
Loan payable, related party, net of discount		471,651			323,000
Line of credit		456,097			-
Notes payable, net of discount		439,183			220,000
Total current liabilities		19,206,202			4,243,438

Notes payable, less current portion, net of discount		593,941			-
Operating lease liability, less current portion		289,263			-
Financing lease liability, less current portion		181,312			-
Total liabilities		20,270,718			4,243,438

Commitments, Contingencies, and Concentration Risk (Note 9)

Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 6,158 and 0 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively		1			-
Common stock, $0.0001 par value; 100,000,000 shares authorized 15,362,278 and 4,639,643 shares issued and outstanding as of September 30, 2024, and December 31, 2023, respectively		1,536			464
Additional paid-in capital		66,282,056			6,027,153
Accumulated deficit		(61,524,581	)		(9,114,985	)
Non-controlling interest		-			(325,279	)
Total stockholders’ equity (deficit)		4,759,012			(3,412,647	)
Total liabilities and stockholders’ equity (deficit)	$	25,029,730		$	830,791

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024, AND 2023 (UNAUDITED)

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues
Subscription fees	$	1,037,457	$	947,525	$	3,080,085	$	3,131,347
Professional services and other fees		396,455		283,968		1,145,930		762,300
Technical engineering fees		806,456		219,978		1,159,345		444,315
Patient fees		623,198		-		654,718		-
Telehealth fees		485,971		-		516,540		-
Institutional fees		4,900		-		5,380		-
Total revenues		3,354,437		1,451,471		6,561,998		4,337,962
Cost of goods sold		941,388		478,399		1,814,281		1,528,008
Gross margin		2,413,049		973,072		4,747,717		2,809,954

Operating expenses
Compensation and related benefits		1,678,627		1,013,488		3,490,615		3,433,658
General and administrative		2,170,217		224,874		2,830,615		832,513
Goodwill impairment charges		54,984,000		-		54,984,000		-
Transaction expenses		646,303		9,066		1,653,448		66,411
Total operating expenses		59,479,147		1,247,428		62,958,678		4,332,582

Net operating loss		(57,066,098)		(274,356)		(58,210,961)		(1,522,628)

Other income (expense):
Interest expense		(232,082)		(36,312)		(591,087)		(163,574)
Other income (expense)		(2)		-		-		19,619
Change in fair value of financial instruments		5,737,606		(21,629)		6,285,706		92,448
Loss on issuance of financial instruments		-		-		(1,618,234)		-
Loss on extinguishment		(740,979)		-		(740,979)		-
Total other income (expense)		4,764,543		(57,941)		3,335,406		(51,507)

Loss before benefit from income taxes		(52,301,555)		(332,297)		(54,875,555)		(1,574,135)

Benefit from income taxes		550,030		233,716		2,791,238		590,954

Net loss		(51,751,525)		(98,581)		(52,084,317)		(983,181)
Net profit attributable to non-controlling interest		-		12,465		-		3,727
Net loss attributable to stockholders		(51,751,525)		(111,046)		(52,084,317)		(986,908)

Basic and diluted loss per common share	$	(3.43)	$	(0.01)	$	(6.24)	$	(0.10)
Weighted average number of common shares outstanding, basic and diluted		15,077,548		9,998,446		8,351,249		9,998,446

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

For the Nine Months Ended September 30, 2024 and 2023

	For the Nine Months Ended September 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(52,084,317)	$	(983,181)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill impairment charges		54,984,000		-
Loss on extinguishment		740,979		-
Shares issued as part of stock grants to vendors		98,000		-
Loss on issuance of financial instrument		1,618,234		-
Original issue discount and interest accrued on Quantum Convertible Note		395,671		-
Change in fair value of financial instruments		(6,285,706)		(92,448)
Amortization of discount on note payable		7,000		93,000
Amortization of right-of-use assets		17,209		-
Stock-based compensation		381,084		-
Depreciation and amortization		651,761		395
Allowance for expected credit losses		342,634		95,815
Deferred tax asset and liabilities		(2,336,506)		(590,952)
Changes in operating assets and liabilities:
Accounts receivable		(203,904)		(286,602)
Due from related party		225,654		-
Prepaids and other current assets		(861,888)		57,168
Accounts payable and accrued expenses		(161,975)		988,798
Operating lease liability		(76,823)		-
Deferred revenue		(119,413)		13,561
Income tax payable		63,855		-
Due to related party		(210,797)		181,010
Net cash used in operating activities		(2,815,248)		(523,436)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in Business Combination - iDoc		29,123		-
Purchase of fixed assets		(50,507)		(2,690)
Net cash used in investing activities		(21,384)		(2,690)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Quantum Convertible Note, related party		2,700,000		-
Proceeds from September 2024 Convertible Note		2,000,000		-
Proceeds from reverse recapitalization with DHAC		1,323,362		-
Repayment on Extension Note		(365,750)		-
Repayment on factoring payable		(150,616)		-
Repayment on Additional Bridge Financing		(13,889)		-
Repayment on Encompass Purchase liability		(3,090)		-
Repayment on advances from related party		(47,800)		-
Repayment on note payable		(33,000)		-
Payment on financing lease liability		(363,982)		-
Proceeds from loan payable, related party		-		120,000
Proceeds from note payable		-		200,000
Proceeds from share repurchase liability		-		135,000
Net cash provided by financing activities		5,045,235		455,000

NET CHANGE IN CASH AND CASH EQUIVALENTS		2,208,603		(71,126)
Cash and Cash Equivalents, Beginning of Period		118,734		230,664
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	2,327,337	$	159,538

Supplemental disclosure of cash flow information
Cash paid for interest expense	$	6,738	$	-
Cash paid for taxes	$	3,092	$	-
Non-cash investing and financing activities:
Net liabilities acquired in reverse merger	$	(18,704,806)	$	-
Shares issued to DHAC Sponsor group for debt conversion	$	1,268,000	$	-
Shares issued to A.G.P. Underwriter for debt conversion	$	4,370,000	$	-
Shares issued to VSee debt holders for debt conversion	$	1,310,710	$	-
Fair value of shares issued in iDoc acquisition	$	68,907,052	$	-
Shares issued as principal payment of Additional Bridge Notes	$	60,346	$	-
Shares issued as principal payment of Exchange Note	$	664,790	$	-
Shares issued to acquire non-controlling interest in TAD	$	325,279	$	-

Contacts

Dave Gentry

RedChip Companies, Inc.

1-407-644-4256

VSEE@redchip.com

Cover	Nov. 15, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 15, 2024
Entity File Number	001-41015
Entity Registrant Name	VSEE HEALTH, INC.
Entity Central Index Key	0001864531
Entity Tax Identification Number	86-2970927
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	980 N Federal Hwy #304
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33432
City Area Code	561
Local Phone Number	672-7068
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	VSEE
Security Exchange Name	NASDAQ
Warrant [Member]
Title of 12(b) Security	Warrants, which entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share
Trading Symbol	VSEEW
Security Exchange Name	NASDAQ