8-K: VSee Health Faces Nasdaq Delisting Notice Due to Delayed Annual Report

VSee Health, Inc. received a notice from Nasdaq for failing to file its 2024 Annual Report on Form 10-K in a timely manner, potentially leading to delisting.

Summary

• VSee Health, Inc. received a notification from Nasdaq on April 25, 2025, indicating non-compliance with Nasdaq Listing Rule 5250(c)(1) due to the delayed filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• The company has 60 days to submit a plan to regain compliance, and if accepted, Nasdaq may grant an extension of up to 180 days from the original due date, potentially until October 13, 2025.
• The delay is attributed to the additional time and resources required to compile audited financial statements related to the de-SPAC merger completed in June 2024.
• VSee Health intends to take necessary steps to regain compliance, but there is no guarantee that a compliance plan will be submitted or that the Form 10-K will be filed within the given timeframe, or that Nasdaq will grant an extension.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the delisting notice from Nasdaq and the uncertainty surrounding the company's ability to regain compliance. The delay in filing the annual report raises concerns about the company's financial controls and reporting processes.

Negatives

• VSee Health is not in compliance with Nasdaq Listing Rule 5250(c)(1).
• The company failed to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, on time.
• There is no guarantee that the company will regain compliance with Nasdaq listing rules.
• There is no guarantee that Nasdaq will grant the company an extension to file the Form 10-K.

Risks

• Failure to submit a compliance plan within 60 days.
• Failure to file the Form 10-K within the allotted time, even with a potential extension.
• Nasdaq may not grant an extension.
• The company may not meet continued listing requirements during any compliance period granted by Nasdaq.
• Potential delisting from Nasdaq if compliance is not achieved.

Future Outlook

The company intends to take the necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable and currently expects to submit a plan of compliance with Nasdaq and/or file the Form 10-K within the 60-day period granted by Nasdaq in the Notice.

Management Comments

• The Company requires additional time to complete such compilation.
• The Company intends to take the necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable.

Industry Context

Many companies that underwent de-SPAC mergers in recent years have faced challenges in their initial financial reporting due to the complexities of integrating the acquired business and establishing robust internal controls. This delay is not unique, but it adds uncertainty for investors.

Comparison to Industry Standards

• Other companies that have experienced similar delays in filing financial reports, such as Canoo and Lordstown Motors, have faced increased scrutiny and market volatility.
• The standard timeframe for filing a 10-K is 90 days after the fiscal year end for large accelerated filers, 75 days for accelerated filers, and 60 days for all other filers; VSee Health's delay puts them outside these norms.

Stakeholder Impact

• Shareholders face the risk of delisting, which could negatively impact the stock price.
• Employees may experience uncertainty due to the company's financial reporting issues.
• Creditors may become more cautious about extending credit to the company.

Next Steps

• VSee Health needs to submit a plan to regain compliance to Nasdaq within 60 days.
• The company needs to file its Annual Report on Form 10-K as soon as possible.
• Nasdaq will review the compliance plan and may grant an extension of up to 180 days.

Key Dates

Keywords

delisting, Nasdaq, Form 10-K, compliance, VSee Health, annual report, financial reporting, de-SPAC merger