UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41015

VSee Health, Inc.

(Exact name of registrant as specified in its charter)

Delaware		86-2970927
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

980 N Federal Hwy

Suite 304

Boca Raton, FL 33432

(Address of Principal Executive Offices)

(754) 231-1688

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading symbol	Name of Exchange on which registered
Common Stock, par value $0.0001 per share	VSEE	The Nasdaq Stock Market LLC

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 14, 2026, there were 48,599,421 of the registrant’s common stock outstanding.

TABLE OF CONTENTS

		Page

Part I	Financial Information

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	1

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (Unaudited)	2

	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2026 and 2025 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (Unaudited)	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	57

Item 4.	Controls and Procedures	57

Part II	Other Information

Item 1.	Legal Proceedings	58

Item 1A.	Risk Factors	58

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58

Item 3.	Defaults Upon Senior Securities	58

Item 4.	Mine Safety Disclosures	58

Item 5.	Other Information	58

Item 6.	Exhibits	59

Exhibit Index		59

Signatures		60

Table of Contents

As used in this Quarterly Report on Form 10-Q, unless otherwise indicated, VSee Health, Inc., together with its consolidated subsidiaries, is hereinafter referred to as “VSee Health,” the “Registrant,” “us,” “we,” “our” or the “Company.”

Cautionary Note on Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements appear in a number of places in this Form 10-Q including, without limitation, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of our management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed by us with the Securities and Exchange Commission (“SEC”).

These and other factors could cause actual results to differ from those implied by the forward-looking statements. Forward-looking statements are not guarantees of performance and speak only as of the date hereof. The forward-looking statements are based on the current and reasonable expectations of our management but are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statements. There can be no assurance that future developments will be those that have been anticipated or that we will achieve or realize these plans, intentions or expectations.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this filing, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

VSEE HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2026 (Unaudited)			December 31, 2025
ASSETS
Current assets
Cash	$	1,346,132		$	5,266,286
Accounts receivable, net of allowance for credit losses of $1,125,816 and $835,007 as of March 31, 2026, and December 31, 2025, respectively		2,671,169			2,520,844
Due from related party		312,947			304,614
Prepaids and other current assets		511,051			273,663
Total current assets		4,841,299			8,365,407

Non-current assets
Long-term investments		749,800			-
Right-of-use assets, net		10,881			13,304
Intangible assets, net		8,232,500			8,785,000
Goodwill		4,916,694			4,916,694
Fixed assets, net		265,245			332,614
Total assets	$	19,016,419		$	22,413,019

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	8,529,725		$	11,536,775
Deferred revenue		1,446,585			1,324,485
Due to related parties		51,900			51,900
Operating lease liabilities		10,881			10,394
Financing lease liabilities		-			131,062
Encompass Purchase Liability		400,000			650,000
Convertible notes, at fair value		346,943			713,128
Loan payable, related party, net of discount		471,651			471,651
Line of credit		-			456,097
Notes payable, net of discount		524,093			880,175
Common stock issuance obligation		12,798			18,941
Total current liabilities		11,794,576			16,244,608
Non-current liabilities
Notes payable, less current portion, net of discount		781,581			593,941
Operating lease liabilities, less current portion		-			2,910
Deferred tax liabilities, net		119,192			119,192
Total liabilities	$	12,695,349		$	16,960,651

Commitments, Contingencies, and Concentration Risk (Note 9)

STOCKHOLDERS’ EQUITY
Series A Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 422 and 1,788 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively		1			1
Series B Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 2,000 and 0 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively		1			-
Common stock, $0.0001 par value; 100,000,000 shares authorized 47,299,421 and 33,193,140 shares issued and outstanding as of March 31, 2026, and December 31, 2025		4,730			3,319
Additional paid-in capital		91,333,323			87,865,771
Accumulated deficit		(85,016,985	)		(82,416,723	)
Total stockholders’ equity		6,321,070			5,452,368
Total liabilities and stockholders’ equity	$	19,016,419		$	22,413,019

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

VSEE HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)

	For the Three Months Ended
	March 31,
	2026			2025
Revenues
Subscription fees	$	605,470		$	827,345
Professional services and other fees		580,981			896,680
Technical engineering fees		94,441			399,846
Patient fees		881,340			711,264
Telehealth fees		997,953			483,850
Institutional fees		-			2,500
Total revenues		3,160,185			3,321,485
Cost of revenues		1,962,074			1,461,514
Gross margin		1,198,111			1,859,971

Operating expenses
Compensation and related benefits		1,732,003			1,658,998
General and administrative		2,440,383			2,032,291
Total operating expenses		4,172,386			3,691,289

Net operating loss		(2,974,275	)		(1,831,318	)

Other income (expense)
Interest expense		(113,098	)		(730,665	)
Other income, net		-			15,539
Change in fair value of financial instruments		143,040			(1,261,471	)
Gain on extinguishment of financial liabilities		367,809			-
Loss on issuance of financial instruments		-			(138,020	)
Total other income (expense), net		397,751			(2,114,617	)

Loss before provision for income taxes		(2,576,524	)		(3,945,935	)

Provision for income taxes		(23,738	)		(13,505	)

Net loss	$	(2,600,262	)	$	(3,959,440	)

Basic and diluted loss per common share	$	(0.05	)	$	(0.24	)
Weighted average number of common shares outstanding, basic and diluted		47,902,512

SEC Form 10-Q filed by VSee Health Inc.