VSee Health Inc. 美股招股说明书（2026年6月26日版）

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 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 this 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 by 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 in 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. Any The date of this prospectus supplement is June 26, 2026 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): Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 Section 13(a) of the Exchange Act.☐ Item 2.04Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-BalanceSheet Arrangement. On June 12, 2026, the VSee Health, Inc., a Delaware corporation (the “Company”) received a notice, dated June 11, 2026 (the“Notice”), from ADI Funding, LLC (the “Holder”), the holder of the Company’s 8% original issue discount secured promissory notein the aggregate principal amount of $271,739.13 (including the original issue discount of $21,739.13) (the “Promissory Note”). In theNotice, the Holder asserted that an Event of Default had occurred and was continuing under the Promissory Note and related securitiespurchase agreement, dated June 8, 2026 (the “SPA”), based on the Company’s alleged failure to file a resale registration statement onForm S-1 to register shares for resale pursuant to the Purchase Agreement, the failure to file a Form 8-K related to the Purchase Pursuant to Section 2.2 of the Promissory Note, the Company has ten (10) Trading Days from the occurrence of the Event of Defaultto cure the default. If the default is not fully cured within the applicable cure period, the Holder may exercise all rights and remediesavailable under the transaction documents, including acceleration of the debt, enforcement of collateral rights, recovery of at