8-K: VSee Health Faces Nasdaq Delisting Over Late Filings

VSee Health received an additional Nasdaq delisting notice for failing to file its Q2 2025 quarterly report, compounding prior non-compliance issues.

Summary

• VSee Health, Inc. received an additional notice from Nasdaq on August 20, 2025, regarding non-compliance with Listing Rule 5250(c)(1) for failing to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025.
• This new notice follows a previous delisting determination on August 5, 2025, based on the company's failure to file its Annual Report on Form 10-K for fiscal year ended December 31, 2024, and its Quarterly Report on Form 10-Q for the period ended March 31, 2025.
• Trading in common stock (VSEE) and public warrants (VSEEW) is scheduled to be suspended on Nasdaq after August 28, 2025, unless the Nasdaq Hearings Panel grants an additional extension.
• A hearing before the Nasdaq Hearings Panel is scheduled for September 9, 2025, where the company intends to address all late filings.
• If delisted, the company expects its common stock and public warrants to begin trading on the OTC Markets system under their current symbols.

Sentiment

Score: 2

Explanation: The sentiment is highly negative due to multiple instances of non-compliance with Nasdaq listing rules, leading to an imminent trading suspension and likely delisting. The company faces significant operational and financial uncertainty, with no guarantees of resolving the issues or maintaining its Nasdaq listing.

Positives

• The company intends to address all late filings before the Nasdaq Hearings Panel.
• The company intends to take the necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable.
• The company expects to file the Form 10-Q for the period ended June 30, 2025, as soon as practicable.

Negatives

• Received an additional delisting notice from Nasdaq for failing to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2025.
• Already facing a delisting determination for failure to file its 2024 Annual Report on Form 10-K and Q1 2025 Quarterly Report on Form 10-Q.
• Trading in common stock and public warrants will be suspended on Nasdaq after August 28, 2025, unless an extension is granted.
• Expected delisting from Nasdaq and transfer to the OTC Markets system.
• No assurances that the Nasdaq Hearings Panel will grant a stay of suspension or rule in the company's favor.

Risks

• No assurance that the company will file the late periodic reports.
• No assurance that the company will otherwise meet Nasdaq compliance standards.
• No assurance that Nasdaq will grant the company any relief from delisting or that the company can meet applicable Nasdaq requirements for such relief.
• If delisted, there may be a very limited market for common stock and public warrants.
• Stockholders and public warrant holders may find it difficult to sell their shares and warrants.
• The trading price of common stock and public warrants may be adversely affected.

Future Outlook

The company intends to address all late filings before the Nasdaq Hearings Panel at the scheduled hearing on September 9, 2025. It plans to take necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable and expects to file the overdue Form 10-Q for the period ended June 30, 2025, promptly. However, there are no assurances that the Panel will grant a stay of suspension, rule in the company's favor, or that the company will be able to meet continued listing requirements.

Management Comments

• "The Company intends to address all late filings before the Panel at the scheduled hearing."
• "The Company intends to take the necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable."
• "The Company expects to file the Form 10Q as soon as practicable."

Industry Context

VSee Health operates in the rapidly growing AI-powered telehealth market, aiming to redefine the digital healthcare sector with its modular, no-code/low-code platform. It serves over 1,000 clients, including notable entities like NASA, the U.S. Department of Health and Human Services, McKesson, DaVita, and the nation of Qatar, providing foundational infrastructure and turnkey solutions for critical care, teleradiology, and autonomous robotics. The current delisting threat could severely impact its ability to compete and raise capital within this competitive and evolving industry.

Stakeholder Impact

• Shareholders and Public Warrant Holders: May find it difficult to sell their shares and warrants if trading moves to OTC Markets, and the trading price may be adversely affected.
• Employees: Potential impact on morale and retention due to company's uncertain listing status and financial health.
• Customers/Clients: Potential impact on perception of company stability and reliability, though not directly stated.
• Creditors: Increased risk perception due to compliance issues and potential delisting.

Next Steps

• The company will present its case to the Nasdaq Hearings Panel on September 9, 2025.
• The company intends to address all late filings (2024 10-K, Q1 2025 10-Q, Q2 2025 10-Q) as soon as practicable.
• If delisted, the company's common stock and public warrants are expected to begin trading on the OTC Markets system.
• Nasdaq will file a Notification of Removal from Listing and/or Registration on Form 25 with the SEC if the Panel does not rule in the company's favor and appeal periods lapse.

Key Dates

Recommendation

The company faces imminent delisting from Nasdaq due to a pattern of severe non-compliance, including failure to file multiple mandatory financial reports. This situation creates extreme uncertainty, significantly impairs liquidity, and will likely lead to a substantial decline in share price and market access. The move to OTC Markets typically results in a much less liquid and transparent trading environment, making it difficult for investors to exit positions. The risks outlined are fundamental and immediate, warranting a strong sell recommendation to mitigate further losses.

Keywords

VSee Health, Nasdaq, Delisting, Form 10-Q, Form 10-K, SEC Filings, Compliance, Telehealth, OTC Markets, VSEE, VSEEW