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Securities law

VSEE Health, Inc. Faces Delisting on Nasdaq

Strategic Insights

— 2 min read

VSEE Health, Inc., a company listed on the Nasdaq Stock Market, has filed a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (SEC) on September 5, 2025, indicating that the company's common stock and public warrants will be delisted due to non-compliance with Nasdaq Listing Rules. The company received a letter from the Listing Qualifications Department on August 5, 2025, stating that they had determined to deny VSEE Health's request to continue listing on Nasdaq and that trading in the company's common stock and public warrants would be suspended on August 28, 2025. However, trading has not been suspended as of the filing of the report.

The company's non-compliance with Nasdaq Listing Rule 5250(c)(1) was due to their failure to timely file with the SEC their Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and their Quarterly Report on Form 10-Q for the period ended March 31, 2025. Additionally, the company's stockholders' equity had fallen below the $2,500,000 required minimum for continued listing under Nasdaq Listing Rule 5550(b)(1), with a stockholders' deficit of $18,488 as of December 31, 2024.

The company has filed an appeal with the Nasdaq Hearings Panel, and a hearing is scheduled to be held on September 9, 2025. However, there can be no assurance that the Panel will grant the company's request for a stay of suspension or that the company will be able to regain compliance with the Equity Rule.

Key Takeaways:

  • VSEE Health, Inc. is at risk of delisting from the Nasdaq Stock Market due to non-compliance with Nasdaq Listing Rules.
  • The company's common stock and public warrants will begin trading under their current trading symbols, "VSEE" and "VSEEW," respectively, on the OTC Markets system starting on the date trading of the company's common stock is suspended.
  • The company has filed an appeal with the Nasdaq Hearings Panel, and a hearing is scheduled to be held on September 9, 2025.
  • The company's stockholders' deficit as of December 31, 2024 was $18,488, which is below the required minimum of $2,500,000 for continued listing under Nasdaq Listing Rule 5550(b)(1).
  • The company's non-compliance with Nasdaq Listing Rule 5250(c)(1) was due to their failure to timely file with the SEC their Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and their Quarterly Report on Form 10-Q for the period ended March 31, 2025.
  • The company's common stock and public warrants may be traded on the OTC Markets system, which may result in a very limited market for the company's securities.
  • There can be no assurance that the company will be able to regain compliance with the Equity Rule or that the Panel will grant the company's request for a stay of suspension.

Statistics:

  • Nasdaq Listing Rule 5250(c)(1) requires companies to timely file with the SEC their annual and quarterly reports.
  • Nasdaq Listing Rule 5550(b)(1) requires companies to maintain a stockholders' equity of at least $2,500,000 for continued listing.
  • As of December 31, 2024, VSEE Health, Inc. had a stockholders' deficit of $18,488, which is below the required minimum for continued listing.
  • The company's common stock and public warrants will begin trading under their current trading symbols, "VSEE" and "VSEEW," respectively, on the OTC Markets system.
  • The OTC Markets system is a trading platform for companies that are not listed on a major stock exchange.

Sources:

  • VSEE Health, Inc. - Form 8-K - September 5, 2025
  • Nasdaq Listing Rules - Rule 5250(c)(1) and Rule 5550(b)(1)

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