Form 8-K VSEE HEALTH, INC. For: Aug 25

Article Stock Quotes (1)

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 9/2/2026

1. PANW
2. GTLB
3. MDB
4. DELL
5. GOOGL

6. SPY
7. MMED
8. CRDO
9. GOOG
10. AAPL

Top News Most Read Special Reports

August 26, 2026 4:11 PM EDT

E-mail

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): August 26, 2026 (August 25, 2026)

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	OTC
Warrants, which entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share	VSEEW	OTC

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 ☒

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 5.07 Submission of Matters to a Vote of Security Holders.

On August 25, 2026, VSee Health, Inc., a Delaware Corporation (the “Company”), held its annual meeting of stockholders for its fiscal year ended December 31, 2026 (the “Annual Meeting”). As of July 6, 2026, the record date for the Annual Meeting (the “Record Date”), there were 55,679,813 shares of common stock, par value $0.0001 per share (“Common Stock”), outstanding, which shares were entitled to an aggregate of 55,679,813 votes at the Annual Meeting, and 121.698 shares of preferred stock (“Preferred Stock”) outstanding, which shares were entitled to an aggregate of 12,169.8 votes at the annual meeting. Holders of 28,208,699 shares of the Company’s Common Stock and Preferred Stock were present in person or by proxy at the Annual Meeting, representing 50.65% of the total outstanding shares of Common Stock and Preferred Stock entitled to vote at the Annual Meeting, constituting a quorum pursuant to the Company’s bylaws, as amended. At the Annual Meeting, four proposals were submitted to the Company’s stockholders. A brief summary of the matters voted upon by stockholders at the Annual Meeting is set forth below, and the proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 20, 2026 (the “Proxy Statement”). The voting results reported below are final.

Proposal 1: The Directors Proposal

The Company’s stockholders elected Kevin Lowdermilk and Colin O’Sullivan as members of the Company’s board of directors (the “Board”), each to hold office until the 2029 annual meeting of stockholders or until their respective successors shall have been duly elected or appointed and qualified, based upon the following votes:

	FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Kevin Lowdermilk	18,300,518	1,108,736	25,119	8,774,326
Colin O’Sullivan	18,324,565	1,090,558	19,250	8,774,326

Proposal 2: The Auditor Proposal

The Company’s stockholders ratified the appointment of WWC, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, based upon the following votes:

FOR		AGAINST		ABSTAIN
27,539,111		662,101		7,487

Proposal 3: The Reverse Stock Split Proposal

The Company’s stockholders approved the proposal to grant discretionary authority to the Board to amend the Certificate of Incorporation to effect one or more consolidations of the issued and outstanding shares of Common Stock, pursuant to which the shares of Common Stock would be combined and reclassified into one share of Common Stock at a ratio within the range from 1-for-20 up to 1-for-80 (each, a “Reverse Stock Split”), provided that, (X) the Company shall not effect Reverse Stock Splits that, in the aggregate, exceed 1-for-80, and (Y) any Reverse Stock Split is completed no later than the second anniversary of the Record Date, as detailed in the Proxy Statement, based upon the following votes:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
26,433,405		1,748,270		27,024		-

Proposal 4: The Adjournment Proposal

The Company’s stockholders approved of a proposal to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals, based upon the following votes:

FOR		AGAINST		ABSTAIN
24,507,566		3,648,049		53,084

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.