VSee Health Inc美国招股说明书(2026年3月5日版本)

3,000,000 Shares of Common StockUp to 1,300,000 Shares of Common Stock Issuable Upon Exercise of the Series B Convertible Preferred Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated January 8, 2026(the “Prospectus”), with the information contained in our (i) Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with theSecurities and Exchange Commission (the “SEC”) on February 5, 2026, (ii) Supplement to the Proxy Statement filed with the SEC on February17, 2026, (iii) Current Report on Form 8-K filed with the SEC on February 19, 2026, and (iv) Current Report on Form 8-K filed with the SEC on The Prospectus and this prospectus supplement relate to the resale by the selling stockholders named in this Prospectus (each a “SellingStockholder” 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, (ii) up to 1,300,000 shares of Common Stock (the “Series B Shares”) issuable upon conversion of 2,000 shares of SeriesB Convertible Preferred Stock, par value $0.0001 per share and a stated value equal to $1,000 per share (subject to increase pursuant to the termsthereof) (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 Warrant Shares” and together with the Series B Preferred Stock, the ManattShares, the Series B Shares and the Armistice Pre-Funded Warrant Shares, the “Securities”) issuable upon exercise of common warrants (the“Armistice Warrants”) held by Armistice. All of the shares of Common Stock registered hereunder, when sold, will be sold by the Selling This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. 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 March 4, 2025 was $0.303 per share and the last 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 issued under theProspectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a The date of this prospectus supplement is March 5, 2026 UNITED STATES SECURITIES AND EXCHANGE COMMISSION SCHEDULE 14A Proxy Statement Pursuant to Section14(a)of theSecurities ExchangeActof1934 Filed by the Registrant Check the appropriate box: ☐Preliminary Proxy Statement VSEE HEALTH, INC. (Name of Registrant as Specified In Its Charter) N/A(Name of Person(s)Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒No fee required. NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS OF VSEE HEALTH, INC. TO BE HELD ON MARCH 2, 2026 VSee Health, Inc.980 N. Federal Hwy, Suite 304Boca Raton, Florida 33432 TO THE STOCKHOLDERS OF VSEE HEALTH, INC.: NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of VSee Health, Inc. (“VSEE,” the “Company,” “we,” “us” or“our”), will be held at 2:30 P.M.Eastern Time, on March 2, 2026 (the “Special Meeting”). The accompanying proxy statement (the “ProxyStatement”) and related materials are first being mailed to stockholders on or about February 5, 2026. The Special Meeting will be conducted vialive webcast at the following address:https://www.cstproxy.com/vseehealth/sm2026. You will be able to vote and submit questions and accessour stockholder list by visitinghttps://www.cstproxy.com/vseehealth/sm2026and participate live in the webcast. A secure control number thatwill allow you to participate in the meeting electronically can be found on the enclosed proxy card. If you do not have a control number, pleasecontact the bank or broker that you hold your shares with directly. The Special Meeting webcast will begin promptly at 2:30 P.M.Eastern Timeon March 2, 2026, and our stockholders will be able to log in beginning at 2:15 P.M.Eastern Time on March 2, 2026. We encourage you toaccess the Special Meeting prior to the start time. The virtual Special Meeting platform is fully supported across browsers (Internet Explorer, At the Special Meeting, you will be asked to consider