SCHEDULE: Dominion Capital Group Exits VSEE Health Significant Stake

Sentiment:

Beneficial Ownership Update 3 February 2026 12:58 PM

Dominion Capital Group and its affiliates have filed an exit Schedule 13G, reporting their beneficial ownership in VSEE Health, Inc. has fallen below 5%.

Capital raiseThe filing references a Promissory Note executed on March 20, 2025, which included the issuance of 100,000 "Closing Shares."It also states that certain convertible promissory notes held by Dominion and Ascent were paid off by VSEE Health, Inc. as of December 31, 2025, indicating past financing activities and their resolution.

Summary

Dominion Capital Group and its affiliates, including Dominion Capital LLC, Ascent Partners Fund LLC, and individuals Mikhail Gurevich, Gennadiy Gurevich, and Alon Brenner, have filed an Amendment No. 1 to their Schedule 13G for VSEE Health, Inc.
This filing serves as an "exit filing," indicating that the reporting persons no longer beneficially own 5% or more of VSEE Health's common stock.
As of December 31, 2025, the aggregate beneficial ownership by the reporting persons is 1,014,654 shares, representing 3.0% of the outstanding common stock.
This ownership includes 100,000 shares issued as closing shares from a Promissory Note dated March 20, 2025, and shares issuable upon the exercise of warrants (173,913 for Dominion and 740,741 for Ascent).
The percentage is based on 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by VSEE Health in its Prospectus filed January 8, 2026.
Certain convertible promissory notes held by Dominion and Ascent were paid off by VSEE Health as of December 31, 2025.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event from a regulatory perspective, as it's a standard disclosure for a change in beneficial ownership. However, the market might interpret an institutional investor reducing its stake below 5% with slight caution, balanced by the payoff of convertible notes.

Positives

VSEE Health, Inc. has paid off certain convertible promissory notes to Dominion and Ascent as of December 31, 2025, which could reduce debt obligations or simplify the capital structure.

Negatives

A significant institutional investor group, Dominion Capital Group and its affiliates, has reduced its stake in VSEE Health, Inc. below the 5% threshold, triggering an exit filing. This could be interpreted by the market as a loss of confidence or a strategic divestment.

Future Outlook

The filing does not contain any forward-looking statements or guidance from VSEE Health, Inc. or the reporting persons regarding the issuer's future performance.

Industry Context

StockSavvy.ai notes that a reduction in a significant investor's stake below the 5% threshold, leading to an exit filing, is a common occurrence in the market. While it doesn't inherently signal distress, it often prompts market participants to assess the reasons behind the divestment, especially in the healthcare technology sector where investor confidence can be highly sensitive to strategic shifts or perceived growth trajectories.

Comparison to Industry Standards

Not applicable. This filing pertains to a change in beneficial ownership by a specific investor group and does not provide financial or operational results for comparison against industry benchmarks or specific comparable companies/projects.

Related Party Transactions

The filing mentions a Promissory Note executed on March 20, 2025, and the payoff of certain convertible promissory notes to Dominion and Ascent. While these are transactions between the issuer and the reporting persons, the filing does not provide further details to classify them explicitly as related party transactions beyond the context of their investment.

Stakeholder Impact

Shareholders: Existing shareholders might view the reduction in a significant investor's stake with caution, potentially leading to short-term price volatility. The payoff of convertible notes could be seen positively as it reduces potential dilution or debt.
Creditors: The payoff of convertible promissory notes could be positive for creditors as it indicates the company is meeting its obligations and potentially reducing its debt burden.

Key Dates

Date	Description
2025-03-20	Execution date of the Promissory Note, which included 100,000 Closing Shares.
2025-10-01	Date of the initial Schedule 13G filing by the Reporting Persons with the SEC.
2025-12-26	Date as of which 33,193,140 shares of Common Stock were outstanding, as reported by VSEE Health in its Prospectus.
2025-12-31	Date of the event which required the filing of this statement; also the date by which certain convertible promissory notes were paid off and the beneficial ownership calculation date.
2026-01-08	Date VSEE Health, Inc. filed its Prospectus with the SEC, reporting shares outstanding.
2026-02-03	Signature date of the Amendment No. 1 to Schedule 13G.

Recommendation

hold

While the exit of a significant investor group below the 5% threshold could introduce some market uncertainty, the simultaneous payoff of convertible promissory notes by VSEE Health, Inc. suggests a strengthening of its balance sheet. Without further financial or operational details from VSEE Health, Inc., a 'hold' recommendation is prudent, advising investors to monitor the company's next earnings report for clarity on its strategic direction and financial health following this ownership change.

Keywords

VSEE Health, Dominion Capital, Ascent Partners, Schedule 13G, beneficial ownership, exit filing, common stock, warrants, promissory note, institutional investor, ownership change

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