VSee Health Inc美股招股说明书(2026-06-26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 This prospectus supplement is being filed to update and supplement the information contained in the prospectus datedJanuary 7, 2026 (the “Prospectus”), with the information contained in our Current Report on Form 8-K, filed with the Securities andExchange Commission (the “SEC”) on June 26, 2026 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to thisprospectus supplement. The Prospectus and this prospectus supplement relate to the resale by the selling stockholders named in the Prospectus (eacha “Selling Stockholder” and, collectively, the “Selling Stockholders”) from time to time of up to an aggregate of 33,808,195 shares ofour 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, (ii) up to 1,300,000 shares of Common Stock (the “Series B Shares”)issuable upon conversion of 2,000 shares of Series B Convertible Preferred Stock, par value $0.0001 per share and a stated value equalto $1,000 per share (subject to increase pursuant to the terms thereof) (the “Series B Preferred Stock”), held by Manatt, (iii)9,836,065shares of Common Stock (the “Armistice Pre-Funded Warrant Shares”) issuable upon the exercise of pre-funded warrants held byArmistice, exercisable for $0.0001 per share (the “Armistice Pre-Funded Warrants”) and (iv) 19,672,130 shares of Common Stock (the“Armistice Warrant Shares” and together with the Series B Preferred Stock, the Manatt Shares, the Series B Shares and the ArmisticePre-Funded Warrant Shares, the “Securities”) issuable upon exercise of common warrants (the “Armistice Warrants”) held byArmistice. The Armistice Warrants and Armistice Pre-Funded Warrants were issued in connection with a private placement transactionthat closed on December 1, 2025 (the “Armistice Private Placement”). The Manatt Shares and the Series B Preferred Stock wereissued in connection with a private placement transaction that closed on December 9, 2025 (the “Manatt Private Placement” andtogether with the Armistice Private Placement, the “Private Placements”)). For additional information regarding the issuances of theArmistice Pre-Funded Warrants, Armistice Warrants, the Series B Preferred Stock, the Manatt Shares and the Private Placements, seethe section titled “Issuance of Securities to the Selling Stockholders” in the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. 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 June 25, 2026 was $0.11 per share and thelast reported sale price of our public warrant on Nasdaq was $0.0354 per public warrant. Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 10 of theProspectus. Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issuedunderthe Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is June 26, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 CURRENT REPORT Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):June 26, 2026 (June 11, 2026) VSEE HEALTH, INC. (Exact name of registrant as specified in its charter) 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 registrantunder 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)) Indicate by check mark whether the registr