VSEE HEALTH, INC. 8-K

What Happened
VSee Health, Inc. filed an 8-K reporting that at a special meeting of stockholders on March 2, 2026, shareholders approved a private placement under Nasdaq Listing Rule 5635(d) to issue common stock to certain holders of warrants to purchase up to 19,672,130 shares. The special meeting record date was February 2, 2026; the company filed the related Proxy Statement on February 5, 2026 (supplemented February 17, 2026).

Key Details

• Meeting quorum and voting power: As of the Feb 2, 2026 record date there were 43,244,355 shares of common stock outstanding and 1,559 shares of Series A Preferred Stock (together entitled to votes); 21,824,877 shares were present or represented by proxy at the meeting (50.46% of voting power), constituting a quorum.
• Private Placement vote: Approved with 14,109,726 votes for, 7,698,963 against, and 16,188 abstentions.
• Adjournment vote: A proposal to adjourn (if needed) received 18,629,017 for, 3,094,386 against, and 101,474 abstentions; that adjournment proposal was withdrawn after the private placement was approved.
• Scope: Approval allows issuance of common stock to certain warrant holders up to 19,672,130 shares (as described in the Proxy Statement).

Why It Matters
Shareholder approval clears the Nasdaq-required step for VSee to issue a large block of common shares to settle warrant exercises. That issuance could increase the company’s outstanding share count and dilute existing shareholders’ ownership and per-share metrics, so investors should watch for follow-up disclosures showing how many shares are actually issued, timing, and any proceeds or changes to capitalization. The approval also avoided an adjournment of the meeting, allowing the company to proceed without further proxy solicitation.