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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): December 17, 2025
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 | 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 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 17, 2025, the Board of Directors of VSee Health, Inc. (the “Company”) approved an amendment of the Company’s Bylaws to reduce the quorum needed for stockholder meetings to one-third (33.33%) of the voting power of the shares of capital stock of the Company issued and outstanding and entitled to vote at a meeting of stockholders, present in person or represented by proxy. The quorum requirement was also applied retroactively to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on December 30, 2025, beginning at 2:30 p.m. eastern time via live webcast at the following address: https://www.cstproxy.com/vseehealth/2025.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment No. 1 to the Amended and Restated Bylaws of VSee Health, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated: December 18, 2025 | VSEE HEALTH, INC. | |
| By: | /s/ Milton Chen | |
| Name: | Milton Chen | |
| Title: | Co-Chief Executive Officer | |
Exhibit 3.1
AMENDMENT NO. 1
TO THE AMENDED AND RESTATED
BYLAWS
OF
VSEE HEALTH, INC.
(a Delaware corporation)
This Amendment No. 1 to the Bylaws (the “Bylaws”) of VSEE Health, Inc., a Delaware corporation (the “Corporation”), is effective as of December 17, 2025.
WHEREAS, the Board of Directors of the Corporation has approved by unanimous written consent the Amendment No. 1 to the Bylaws as set forth below.
NOW, THEREFORE, BE IT RESOLVED, the Bylaws are hereby amended as follows:
Section 1.6 of the Bylaws entitled “Quorum” is hereby amended and restated in its entirety to read as follows:
1.6 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders the holders of more than one third (33.33%) of the voting power of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of more than one third (33.33%) of the voting power of the shares of such class or classes or series of the capital stock of the Corporation issued and outstanding and entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.
RESOLVED, except as modified by this Amendment No. 1 to the Bylaws, the rest of the Bylaws remain unchanged and, as modified, continue in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Amendment No. 1 to be signed by its Co-Chief Executive Officer as of the date first written above.
| Date: December 17, 2025 | VSEE HEALTH, INC. | |
| By: | /s/ Milton Chen | |
| Name: | Milton Chen | |
| Title: | Co-Chief Executive Officer | |