VSee Health Inc美股招股说明书(2026-01-08版)

3,000,000 Shares of Common StockUp to 1,300,000 Shares of Common Stock Issuable Upon Exercise of the Series B Convertible Preferred StockUp to 19,672,130 Shares of Common Stock Issuable Upon Exercise of WarrantsUp to 9,836,065 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants VSee Health, Inc. This prospectus relates to the resale by the selling stockholders named in this prospectus (each a “Selling Stockholder” and,collectively, the “Selling Stockholders”) from time to time of up to an aggregate of 33,808,195 shares of our common stock, par value$0.0001 per share (the “Common Stock”), consisting of: (i) 3,000,000 shares of Common Stock (the “Manatt Shares”) held by Manatt,Phelps& Phillips, LLP (“Manatt”), (ii) up to 1,300,000 shares of Common Stock (the “Series B Shares”) issuable upon conversion of2,000 shares of Series B Convertible Preferred Stock, par value $0.0001 per share and a stated value equal to $1,000 per share (subjectto increase pursuant to the terms thereof) (the “Series B Preferred Stock”), held by Manatt, (iii)9,836,065 shares of Common Stock(the “Armistice Pre-Funded Warrant Shares”) issuable upon the exercise of pre-funded warrants held by Armistice, exercisable for$0.0001 per share (the “Armistice Pre-Funded Warrants”) and (iv) 19,672,130 shares of Common Stock (the “Armistice WarrantShares” and together with the Series B Preferred Stock, the Manatt Shares, the Series B Shares and the Armistice Pre-Funded WarrantShares, the “Securities”) issuable upon exercise of common warrants (the “Armistice Warrants”) held by Armistice. All of the shares ofCommon Stock registered hereunder, when sold, will be sold by the Selling Stockholders. The Armistice Warrants and Armistice Pre-Funded Warrants were issued in connection with a private placement transaction that closed on December 1, 2025 (the “ArmisticePrivate Placement”). The Manatt Shares and the Series B Preferred Stock were issued in connection with a private placementtransaction that closed on December 9, 2025 (the “Manatt Private Placement” and together with the Armistice Private Placement, the“Private Placements”)). For additional information regarding the issuances of the Armistice Pre-Funded Warrants, Armistice Warrants,the Series B Preferred Stock, the Manatt Shares and the Private Placements, see the section titled “Issuance of Securities to the SellingStockholders.” We are not selling any Common Stock under this prospectus and will not receive any of the proceeds from the sale or otherdisposition of shares by the Selling Stockholders. We will, however, receive the net proceeds of any warrants exercised for cash. Anyproceeds received by us from the exercise of the warrants will be used for general corporate purposes. See section titled “Use ofProceeds” for more information. Our registration of the shares of Common Stock covered by this prospectus does not mean that the Selling Stockholders willoffer or sell any of such shares. The Selling Stockholders may sell the shares of Common Stock covered by this prospectus in anumber of different ways and at varying prices. For additional information on the possible methods of sale that may be used by theSelling Stockholders, you should refer to the section of this prospectus titled “Plan of Distribution.” Our stockholders may experiencesignificant dilution as a result of our issuance of shares of Common Stock pursuant to the Series B Preferred Stock, Armistice Pre-funded Warrants and Armistice Warrants. See section titled “Risk Factors– Risks Related to this Offering” for more information. No underwriter or other person has been engaged to facilitate the sale of our Common Stock by the Selling Stockholders inthis offering. The Selling Stockholders and any broker-dealers or agents may, individually but not severally, be deemed to be an“underwriter” within the meaning of the Securities Actof1933, as amended, of the shares of Common Stock that they are offeringpursuant to this prospectus. We will bear all costs, expenses and fees in connection with the registration of the shares of CommonStock covered by this prospectus. The Selling Stockholders will bear all commissions and discounts, if any, attributable to theirrespective sales of Common Stock. Our Common Stock and public warrants are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “VSEE” and“VSEEW,” respectively. The last reported sale price of our Common Stock on Nasdaq on December 26, 2025 was $0.405] per shareand the last reported sale price of our public warrant on Nasdaq was $0.0801 per public warrant. We recommend that you obtaincurrent market quotations for our Common Stock and public warrants prior to making an investment decision. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.We urge you to read the entire prospectus, including any amendments or supplements, carefully before you make yourinvestment decision. Investing in our sha