VSee Health Inc 2025年季度报告

FORM10-Q (MarkOne)☒QUARTERLYREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIES EXCHANGEACT OF 1934 For the quarterly period endedJune 30,2025 or ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period fromto Commission File Number:001-41015 VSee Health,Inc.(Exact name of registrant as specified in its charter) 86-2970927 980 N Federal HwySuite304Boca Raton,FL33432(Address of Principal Executive Offices) (754)231-1688(Registrant’s telephone number) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Largeacceleratedfiler☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒As of October 13, 2025, there were17,022,690of the registrant’s common stock outstanding. TABLE OF CONTENTS Part IFinancial Information Item 1.Financial Statements1Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 20241Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024(Unaudited)2Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three and six months ended June30, 2025 and 2024 (Unaudited)3Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024(Unaudited)5Notes to Condensed Consolidated Financial Statements (Unaudited)6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations50Item 3.Quantitative and Qualitative Disclosures about Market Risk61Item 4.Controls and Procedures61Part IIOther InformationItem 1.Legal Proceedings62Item 1A.Risk Factors62Item 2.Unregistered Sales of Equity Securities and Use of Proceeds62Item 3.Defaults Upon Senior Securities62Item 4.Mine Safety Disclosures62Item 5.Other Information62Item 6.Exhibits63Exhibit Index63Signatures64 Table of Contents As used in this Quarterly Report on Form 10-Q, unless otherwise indicated, VSee Health, Inc., together with its consolidatedsubsidiaries, is hereinafter referred to as “VSee Health,” the “Registrant,” “us,” “we,” “our” or the “Company.” Cautionary Noteon Forward-Looking Statements This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the SecuritiesAct of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). Forward-looking statements appear in a number of places in this Form 10-Q including, without limitation, in the section titled“Management’s Discussion and Analysis of Financial Condition and Results of Operations”. In addition, any statements that refer toprojections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,”“intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,”“should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is notforward-looking. The forward-looking statements are based on the current expectations of our management and are inherently subject touncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be noassurance that future developments will be those that have been anticipated. These forward-looking statements involve a number ofrisks, uncertainties or other assumptions that may These risks and uncertainties include, but are not limited to, those factors d