8-K: VSee Health Faces Nasdaq Delisting Over Equity Deficit

VSee Health, Inc. received an additional Nasdaq delisting notice due to falling below the minimum stockholders' equity requirement, compounding prior non-compliance issues.

Summary

• Received a notification letter from Nasdaq on September 2, 2025, indicating non-compliance with Nasdaq Listing Rule 5550(b)(1) (the Equity Rule).
• The Company's stockholders' equity fell below the $2,500,000 required minimum for continued listing, reporting a stockholders' deficit of $18,488 as of December 31, 2024.
• As of August 29, 2025, the Company did not meet the alternative listing requirements of market value of listed securities or net income from continuing operations.
• The Nasdaq Hearings Panel, scheduled for September 9, 2025, will consider this new non-compliance in its determination regarding continued listing.
• Previously, on August 5, 2025, Nasdaq denied the Company's request to continue listing due to failure to timely file its Annual Report on Form 10-K for FY2024 and Quarterly Report on Form 10-Q for Q1 2025.
• An additional notice was received on August 20, 2025, for failure to timely file its Quarterly Report on Form 10-Q for Q2 2025.
• The Annual Report on Form 10-K for FY2024 was filed on August 28, 2025, and amended on August 29, 2025.
• Trading in common stock (VSEE) and public warrants (VSEEW) was scheduled for suspension on August 28, 2025, but has not yet been suspended.
• The Company expects its common stock and public warrants to begin trading on the OTC Markets system if suspended and delisted from Nasdaq.

Sentiment

Score: 2

Explanation: The filing indicates severe and accumulating non-compliance issues with Nasdaq listing rules, including a significant stockholders' deficit, leading to an expected delisting. While management intends to address issues, the language conveys high uncertainty and significant negative consequences for shareholders.

Positives

• Filed Annual Report on Form 10-K for the fiscal year ended December 31, 2024, on August 28, 2025 (as amended on August 29, 2025), addressing one of the prior non-compliance issues.
• An appeal hearing before the Nasdaq Hearings Panel is scheduled for September 9, 2025, providing an opportunity to present its case for continued listing.
• Management intends to address all deficiencies before the Panel at the scheduled hearing.

Negatives

• Received an additional Nasdaq delisting notification on September 2, 2025, for non-compliance with Listing Rule 5550(b)(1) (Equity Rule).
• Stockholders' equity fell below the $2,500,000 minimum, with a reported stockholders' deficit of $18,488 as of December 31, 2024.
• Did not meet alternative listing standards (market value of listed securities or net income from continuing operations) as of August 29, 2025.
• Previously failed to timely file Annual Report on Form 10-K for FY2024 and Quarterly Reports on Form 10-Q for Q1 2025 and Q2 2025.
• Nasdaq Staff denied the Company's request to continue listing on August 5, 2025.
• Trading in common stock and public warrants was scheduled for suspension on August 28, 2025, though not yet suspended.
• No assurances that the Panel will grant a stay of suspension or a favorable decision.
• No assurances that the Company will regain compliance with the Equity Rule or other listing requirements.
• Expected delisting and potential move to OTC Markets, which could lead to a very limited market and adversely affect trading price and liquidity.

Risks

• There can be no assurances that the Nasdaq Hearings Panel will grant the Company's request for a stay of suspension.
• There can be no assurances that the Company will be able to regain compliance with the Equity Rule.
• There can be no assurances that the Panel will provide a decision in the Company's favor after the hearing.
• There can be no assurances that the Company will be able to meet the continued listing requirements if permitted to continue trading on Nasdaq.
• If the Company's common stock and public warrants are delisted, there may be a very limited market in which they are traded, making it difficult for holders to sell.
• Delisting could adversely affect the trading price of the Company's common stock and public warrants.
• Actual results may differ materially from forward-looking statements due to factors such as the inability to file late periodic reports, meet Nasdaq compliance standards, or secure relief from delisting.

Future Outlook

The Company intends to address all deficiencies before the Nasdaq Hearings Panel at the scheduled hearing. However, there are no assurances that the Panel will grant a stay of suspension, provide a favorable decision, or that the Company will regain compliance with Nasdaq listing rules. If delisted, trading in the Company's common stock and public warrants is expected to move to the OTC Markets system.

Management Comments

• "The Company intends to address all deficiencies before the Panel at the scheduled hearing."

Industry Context

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Stakeholder Impact

• Shareholders and public warrant holders may find it difficult to sell their shares and warrants if the Company is delisted and moves to the OTC Markets system, potentially leading to a very limited market and adversely affecting trading price and liquidity.

Next Steps

• A hearing before the Nasdaq Hearings Panel is scheduled for September 9, 2025.
• The Company intends to address all deficiencies before the Panel at the scheduled hearing.
• If the Panel does not provide a decision in favor of the Company, Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration on Form 25 with the SEC.
• If delisted, the Company's common stock and public warrants are expected to begin trading on the OTC Markets system.

Key Dates

Recommendation

The company faces imminent delisting from Nasdaq due to multiple and severe non-compliance issues, including a significant stockholders' deficit and failure to file timely reports. The likelihood of a favorable outcome from the appeal is explicitly stated as uncertain, and a move to the illiquid OTC Markets is expected. This situation presents substantial risks to liquidity and share value, warranting a strong sell recommendation to mitigate further losses.

Keywords

VSee Health, VSEE, Nasdaq, delisting, non-compliance, stockholders equity, Form 8-K, SEC filing, listing rules, financial reporting, corporate governance, VSEEW, OTC Markets