美國
證券和交易委員會
華盛頓特區 20549
表格
(Mark One)
1934年證券交易所法案
截至季度結束日期的財務報告
or
1934年交易所法
過渡期從
委託文件編號：001-39866
(根據其章程規定的註冊人準確名稱)
（國家或其他司法管轄區） | （IRS僱主 |
(主要領導機構的地址)
(
（報告人電話號碼）
（前名稱、地址及財政年度，如果自上次報告以來有更改）
請在復交行爲者在過去的12個月（或復交行爲者所需更短期限內）已申報「聯邦證交法」的第13條或第15(d)條規定的所有報告，並自過去90天以來一直要求復交行爲者提交這些申報。
請在復交行爲者在過去的12個月（或復交行爲者所需更短期限內）已經按照規則405提交了所有需要提交的互動數據文件，並要求復交行爲者進行提交。
請在交易所法規則120.2規定的「大型加速申報人」、「加速申報人」、「小型報告公司」和「新興成長公司」的定義中選中相應選項。
大型加速文件申報人 | ☐ | 加速文件申報人 | ☐ | ||
☒ | 更小的報告公司 | 成長型公司 |
如果是新興成長型企業，請勾選是否選擇不使用按照《證券交易法》第13(a)條規定的新或修訂財務會計準則的過渡期。
請用勾選標記指示覆交行爲者是否爲外殼公司（如「交易所法規」12b-2規定）。是
根據證券法第12(b)條註冊的證券：
每種類別的證券 | 交易標的 | 註冊的交易所名稱 |
|
截至2024年11月14日，已經發行和流通的公司普通股有
關於前瞻性陳述的警示性說明
本10-Q表季度報告包含經修訂的1933年《證券法》（「證券法」）第27A條和經修訂的1934年《證券交易法》（「交易法」）第21E條所指的 「前瞻性陳述」。前瞻性陳述出現在本10-Q表格的多個地方，包括但不限於標題爲” 的部分管理層對財務狀況和經營業績的討論和分析”。此外，任何涉及未來事件或情況的預測、預測或其他描述的陳述，包括任何基本假設，均爲前瞻性陳述。前瞻性陳述通常用 「計劃」、「相信」、「預期」、「打算」、「展望」、「估計」、「預測」、「項目」、「繼續」、「可能」、「可能」、「可能」、「可能」、「可能」、「潛在」、「預測」、「應該」、「將」 等詞語以及其他類似的詞語和表述來識別，但沒有這些詞語不是意味着陳述不是前瞻性的。
前瞻性陳述基於我們管理層當前的預期，本質上受不確定性和情況變化及其潛在影響的影響，僅代表截至此類聲明發布之日。無法保證未來的發展會是預期的。這些前瞻性陳述涉及許多風險、不確定性或其他假設，可能導致實際業績或業績與這些前瞻性陳述所表達或暗示的結果或業績存在重大差異。這些風險和不確定性包括但不限於我們在2024年6月28日提交的8-k表格中的 「風險因素」 中描述的因素以及以下內容：
| ● | 我們在競爭激烈的行業中運營，如果任何一個都無法有效競爭，其業務、財務狀況和經營業績都將受到損害。 |
| ● | 對我們的軟件和解決方案的需求水平和市場利用率存在高度的不確定性。 |
| ● | 我們將來可能會蒙受損失，此後可能再也無法實現或維持盈利能力。 |
| ● | 我們的業務和運營市場的發展和快速演變可能會使評估我們的業務變得困難。 |
| ● | 我們的業務、經營業績和財務狀況可能會每季和每年波動，如果這種波動導致我們的股價未能達到我們可能提供的任何預測或證券分析師或投資者的預期，則可能導致我們的股價下跌。 |
| ● | 我們的業務、財務狀況和經營業績已經並將繼續受到未來的 COVID-19 疫情或類似疫情或其他不利的公共衛生事態發展（包括政府對此類事件的反應）的不利影響。 |
| ● | 我們的銷售週期可能漫長且不可預測，需要大量的時間和費用。因此，我們的銷售、收入和現金流難以預測，並且可能在不同時期之間存在很大差異，這可能會導致我們的經營業績大幅波動。 |
| ● | 影響醫療保健行業支出的事態發展可能會對我們的收入產生不利影響。 |
| ● | 我們的執業依賴於醫生和醫生的輔助能力，因此存在潛在的醫療事故風險，可能會對我們的業務產生不利影響。 |
| ● | 經濟的不確定性或整體經濟的長期衰退，或政治變化，可能會不成比例地影響對我們解決方案的需求並損害我們的業務。 |
| ● | 我們的現有客戶不繼續或續訂與我們的合同，不以較低的費用水平續訂或拒絕向他們購買額外服務，我們的業務可能會受到損害。 |
3
| ● | 我們的遠程醫療業務和增長戰略取決於我們維持和擴大現有醫院系統和遠程醫療用戶群、董事會認證醫生和其他提供者專家網絡的能力。如果我們無法維持和擴大我們的網絡，我們未來的增長將受到限制，我們的業務將受到損害。 |
| ● | 我們的遠程醫療業務依賴於我們與不擁有的附屬專業實體的關係來提供醫療服務，如果這些關係中斷，我們的業務將受到損害。 |
| ● | 如果我們無法開發和發佈新的解決方案，或者無法成功地對現有解決方案進行增強、新功能和修改，我們的業務可能會受到損害。 |
| ● | 任何未能提供高質量的技術支持服務都可能損害我們與客戶的關係和我們的財務業績。 |
| ● | 由於對合格人才的競爭非常激烈，我們可能無法吸引和留住支持我們持續增長所需的高技能員工。 |
| ● | 我們依賴我們的高級管理團隊，失去一名或多名員工或無法吸引和留住合格的關鍵人員可能會損害我們的業務。 |
| ● | 我們的管理團隊在制定戰略決策以執行增長計劃方面擁有廣泛的自由裁量權，並且無法保證管理層的決策將成功實現我們的業務目標，也無法保證不會產生意想不到的後果，對我們的增長前景產生負面影響。 |
| ● | 我們可能會收購其他公司或技術，這可能會轉移管理層的注意力，導致股東稀釋，並以其他方式干擾我們的運營，而且我們可能難以成功整合任何此類收購或從中實現預期收益，其中任何一項都可能損害我們的業務。 |
| ● | 如果我們無法增長，或者我們未能有效地管理未來的增長，我們的收入可能不會增加，我們可能無法實施我們的業務戰略。 |
| ● | 如果我們用來確定整個潛在市場規模的估計和假設不準確，那麼我們的未來增長率可能會受到影響，我們的業務也會受到損害。 |
| ● | 即使我們的關鍵指標可能表明增長，我們也可能無法以歷史上達到的增長率或根本無法增長，這可能會對我們普通股的市場價格產生不利影響。 |
| ● | 將來我們可能會受到訴訟，而訴訟的辯護可能既昂貴又耗時。 |
| ● | 我們可能會面臨醫療責任索賠，這可能會導致我們承擔巨額費用，如果不在保險範圍內，可能會要求我們支付巨額賠償，並可能損害我們的業務。 |
| ● | 稅務機關可能會成功地斷言，我們本應徵收或將來應該徵收銷售和使用稅、增值稅或類似稅，並且我們可能會對過去或未來的銷售承擔責任，這可能會對我們的經營業績產生不利影響。 |
| ● | 我們可能需要從股權或債務融資中獲得額外資本來支持業務增長，而這些資本可能無法以可接受的條件提供。 |
| ● | 我們的普通股和公共認股權證的價格可能會波動，這可能會給投資者帶來巨大損失。 |
4
| ● | 我們的股價可能會繼續波動。 |
這些和其他因素可能導致實際結果與前瞻性聲明所暗示的結果不同。前瞻性聲明不是績效的保證，僅代表本日期。前瞻性聲明基於我們管理層的當前和合理期望，但本質上受到不確定性和環境變化以及它們潛在影響的影響，並僅代表此類聲明的日期。未必能保證未來的發展將符合先前預期，或者我們將實現這些計劃、意圖或期望。
我們或代表我們行事的所有前瞻性聲明均在其整體上明確受上述警示性聲明的限制。我們無需公開更新或修訂任何前瞻性聲明，除非法律要求，不論是否有新信息、未來事件或其他原因。
此外，信仰聲明和類似聲明反映了我們對相關主題的信仰和觀點。這些聲明基於我們在提交此文件之日可獲得的信息，雖然我們認爲此類信息基本上爲這些聲明提供了合理基礎，但此類信息可能受限或不完整，因此不應認爲我們已對所有潛在可獲得的相關信息進行詳盡調查或審查。這些聲明本質上是不確定的，建議您不要過度依賴這些聲明。
5
第一部分—財務信息
項目1：基本報表
VSEE HEALTH, INC.
(FKA互聯網醫療收購公司。
簡明合併資產負債表
| 九月30日 |
| 12月31日， | |||
2024 | 2023 | |||||
(未經審計) | ||||||
資產 |
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流動資產 |
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現金 | $ | | $ | | ||
應收賬款，減去2024年4月30日和2024年1月31日的信用損失準備，分別爲 |
| |
| | ||
| |
| — | |||
預付款項及其他流動資產 |
| |
| | ||
總流動資產 |
| |
| | ||
| |
| — | |||
使用權資產，淨額 |
| |
| — | ||
無形資產-淨額 |
| |
| — | ||
商譽 |
| |
| — | ||
固定資產淨額 |
| |
| | ||
總資產 | $ | | $ | | ||
負債和股東權益（赤字） |
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流動負債 |
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應付賬款及應計負債 | $ | | $ | | ||
遞延收入 |
| |
| | ||
| |
| | |||
經營租賃負債 | | — | ||||
融資租賃負債 | | — | ||||
應付保理 |
| |
| — | ||
全面購買責任 |
| |
| — | ||
應交所得稅 |
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| — | ||
SAFE協議 | — | | ||||
條件性負債 |
| — |
| | ||
ELOC" |
| |
| — | ||
ELOC承諾費用說明 | | — | ||||
額外的橋樑說明 |
| |
| — | ||
Exchange Note |
| |
| — | ||
量子可轉換票據，關聯方 |
| |
| — | ||
2024年9月可轉換票據 | |
| — | |||
相關方借款應付款項，折扣淨額 |
| |
| | ||
授信額度 | |
| — | |||
應付票據，淨折扣 |
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總流動負債 |
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應付票據，減去流動部分，扣除折扣後淨額 |
| |
| — | ||
經營租賃負債，不含流動部分 | | — | ||||
Financing lease liability, less current portion |
| |
| — | ||
總負債 |
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承諾、或有事項及集中風險（註釋9） |
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股東權益（赤字） |
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優先股，$0.0001 |
| |
| — | ||
普通股，每股面值爲 $0.0001； |
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追加實收資本 |
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累積赤字 |
| ( |
| ( | ||
非控制權益 |
| — |
| ( | ||
股東權益（赤字） |
| |
| ( | ||
負債和股東權益（赤字）總額 | $ | | $ | | ||
附註爲這些未經審計的簡明合併財務報表的組成部分。
6
VSEE HEALTH, INC.
(FKA互聯網醫療收購公司。
簡明綜合經營表
截至2024年和2023年九月三十日的三個和九個月（未經審計）
| 截至9月30日三個月結束。 |
| 截至9月30日結束的九個月 | |||||||||
2024 |
| 2023 | 2024 |
| 2023 | |||||||
收入 |
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訂閱費 | $ | | $ | | $ | | $ | | ||||
專業服務和其他費用 |
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技術工程費 |
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| |
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病人費用 |
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| — |
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| — | ||||
遠程醫療費用 |
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| — |
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| — | ||||
機構費用 |
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| — |
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| — | ||||
總收入 |
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銷售成本 |
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毛利率 |
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營業費用 |
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薪酬和相關福利 |
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一般和行政 |
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商譽減值損失 |
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| — |
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| — | ||||
交易費用 |
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總經營費用 |
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淨營業虧損 |
| ( |
| ( |
| ( |
| ( | ||||
其他收入（費用）： |
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| ||||
利息支出 |
| ( |
| ( |
| ( |
| ( | ||||
其他收入（費用） | ( | — | — | | ||||||||
金融工具公允價值變動 | | ( | | | ||||||||
發行金融工具的損失 | — | — | ( | — | ||||||||
償還債務損失 | ( | — | ( | — | ||||||||
其他收入（費用）總額 |
| |
| ( |
| |
| ( | ||||
稅前損失 |
| ( |
| ( |
| ( |
| ( | ||||
受益於所得稅 |
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| |
| |
| | ||||
淨損失 | ( | ( | ( | ( | ||||||||
歸屬於非控股股東的淨利潤 | — | | — | | ||||||||
股東應占淨虧損 | ( | ( | ( | ( | ||||||||
每股普通股基本和攤薄損失 | $ | ( | $ | ( | $ | ( | $ | ( | ||||
相關方應付票據的發行收益 |
| |
| |
| |
| | ||||
附註爲這些未經審計的簡明合併財務報表的組成部分。
7
VSEE HEALTH, INC.
(FKA互聯網醫療收購公司。
股東權益的簡明合併報表(赤字)
(未經審計)
2024年9月30日止三個月和九個月末
額外的 | 非- | 總計 | ||||||||||||||||||||
| A輪優先股 | 普通股 | 實收資本 | 累計 | 控股 | 股東的 | ||||||||||||||||
股份 |
| 金額 |
| 股份 |
| 金額 |
| 資本 |
| 赤字 |
| 利息 |
| 股本（赤字） | ||||||||
2023年12月31日餘額 | — | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | ( | ||||||||
淨損失 |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | ||||||
非控制權益 |
| — |
| — |
| — |
| — |
| — |
| — |
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2024年3月31日的餘額 |
| — | — |
| | | | ( | ( | ( | ||||||||||||
向TAD的非控股權持有人發行股份以取得 |
| — |
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非控股權益 |
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| ( | ||||||
股份支付中的第三方帳戶釋放出來 |
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作爲VSee債權人債務轉換髮行的股份 |
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業務組合是按照普通控制反向資本化帳戶處理的，根據美國會計準則，沒有商譽或其他無形資產。這個決定反映了Holdings在Intermediate的業務組合的前後期操作和Intermediate管理團隊在Verde Clean Fuels中保持類似角色。此外，通過其多數表決權，Holdings仍然控制公司董事會。 |
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作爲對iDoc股東的考慮發行的股份 |
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股份發行，作爲iDoc債務轉換的一部分，並作爲收購中的考慮因素。 |
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作爲收購中iDoc債務轉換的一部分發行的優先股 |
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以將VSee債務轉換爲股票發行，與Dominion簽署的交易協議有關 |
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優先股作爲VSee債務轉換髮行，如業務組合交易所示 |
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優先股作爲與業務組合交易所規劃的DHAC贊助債務轉換髮行 |
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優先股作爲業務組合交易所 contempl損，以承銷費的轉換方式發行 |
| |
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股份發行給已結算的iDoc債權人 | — |
| — | | | | — |
| — |
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基於股票的補償 | — | — | — | — | | — | — | | ||||||||||||||
淨損失 | — | — | — | — | — | ( | — | ( | ||||||||||||||
餘額，2024年6月30日 | | $ | | | $ | | $ | | $ | ( | $ | — | $ | | ||||||||
根據部分額外橋樑票據的轉換而發行的股票 | — | — | | | | — | — | | ||||||||||||||
作爲股票獎勵向供應商發行的股票 | — | — | | | | — | — | | ||||||||||||||
根據交易所票據的部分轉換而發行的股份 | — | — | | | | — | — | | ||||||||||||||
與2024年9月票據相關發行的warrants和承諾股份 | — | — | | | ( | — | — | — | ||||||||||||||
基於股票的補償 | — | — | — | - | | — | — | | ||||||||||||||
淨損失 |
| — |
| — |
| — |
| - |
| — |
| ( |
| — |
| ( | ||||||
2024年9月30日餘額 |
| | $ | |
| | $ | | $ | | $ | ( | $ | — | $ | | ||||||
8
股東權益（赤字）的簡明合併報表
（未經審計）
在截至2023年9月30日的三個月和九個月中
已付款 | 累積 | 控制 | 股東 | |||||||||||||||||||||
| A 系列優先股 | 普通股 | 資本 | 赤字 | 利息 | 權益（赤字） | ||||||||||||||||||
股票 |
| 金額 |
| 股票 |
| 金額 |
|
| ||||||||||||||||
餘額，2022 年 12 月 31 日 |
| — | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | ( | |||||||||
淨虧損 | — |
| — |
| — |
| — | — | ( | — |
| ( |
| |||||||||||
非控股權益 |
| — |
| — |
| — |
| — | — | — | ( |
| ( |
| ||||||||||
餘額，2023 年 3 月 31 日 |
| — | — |
| | | | ( | ( | ( | ||||||||||||||
淨虧損 | — | — | — | — | — | ( | — | ( | ||||||||||||||||
非控股權益 | — | — | — | — | — | — | ( | ( | ||||||||||||||||
餘額，2023 年 6 月 30 日 |
| — | — |
| | | | ( | ( | ( | ||||||||||||||
淨虧損 | — | — | — | — | — | ( | — | ( | ||||||||||||||||
非控股權益 | — | — | — | — | — | — | | | ||||||||||||||||
餘額，2023 年 9 月 30 日 |
| — | $ | — |
| | $ | | $ | | $ | ( | $ | ( | $ | ( | ||||||||
隨附的附註是這些未經審計的簡明合併財務報表的組成部分。
9
VSEE HEALTH, INC.
(FKA互聯網醫療收購公司。
現金流量表簡明綜合報表（未經審計）
截至2024年和2023年9月30日的九個月
| 截至9月30日的九個月 | |||||
2024 |
| 2023 | ||||
經營活動產生的現金流量： | ||||||
淨損失 | $ | ( | $ | ( | ||
調整爲淨損失到經營活動現金流量淨使用： |
|
|
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商譽減值損失 | | — | ||||
償還債務損失 | | — | ||||
作爲對供應商的股票獎勵而發行的股份 | | — | ||||
發行金融工具的損失 | | — | ||||
量子可轉換票據的原始發行折扣和應計利息 | | — | ||||
金融工具公允價值變動 | ( | ( | ||||
應付票據貼現攤銷 |
| |
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攤銷租賃權資產 |
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| — | ||
基於股票的補償 | | — | ||||
折舊與攤銷 |
| |
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預期信貸損失準備金 |
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遞延稅收資產和負債 |
| ( |
| ( | ||
運營資產和負債的變化： |
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應收賬款 |
| ( |
| ( | ||
應收關聯方款項 | | — | ||||
預付款項及其他流動資產 |
| ( |
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應付賬款和應計費用 |
| ( |
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經營租賃負債 | ( | — | ||||
遞延收入 | ( | | ||||
應交所得稅 | | — | ||||
應付關聯方 | ( | | ||||
用於經營活動的淨現金 |
| ( |
| ( | ||
投資活動產生的現金流量： |
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|
|
| ||
業務合併中取得的現金資產 - iDoc | | — | ||||
購買固定資產 | ( | ( | ||||
投資活動中使用的淨現金 |
| ( |
| ( | ||
籌資活動產生的現金流量： |
|
|
|
| ||
來自量子可轉換票據的收益，關聯方 | | — | ||||
來自2024年9月可轉換票據的收益 | | — | ||||
通過與DHAC的逆向重資本化獲得的收益 | | — | ||||
延期票據償還 | ( | — | ||||
應付保理款項償還 | ( | — | ||||
額外橋接融資的還款 | ( | — | ||||
Encompass購買責任的償還 | ( | — | ||||
償還相關方預付款 | ( | — | ||||
應付票據的償還 | ( | — | ||||
融資租賃負債的付款 |
| ( |
| — | ||
自關聯方的應付貸款收益 |
| — |
| | ||
票據應收款項收入 |
| — |
| | ||
股份回購負債的收入 |
| — |
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融資活動提供的淨現金 |
| |
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現金及現金等價物的淨變動 |
| |
| ( | ||
現金及現金等價物期初餘額 |
| |
| | ||
期末現金及現金等價物餘額 | $ | | $ | | ||
現金流量補充披露 | ||||||
支付的利息費用 | $ | | $ | — | ||
繳納的稅款 | $ | | $ | — | ||
非現金投資和籌資活動: |
|
|
|
| ||
在反向合併中獲得的淨負債 | $ | ( | $ | — | ||
爲債務轉股而向DHAC贊助商集團發行的股份 | $ | | $ | — | ||
爲債務轉股而向A.G.P.承銷商發行的股份 | $ | | $ | — | ||
爲債務轉股而向VSee債權人發行的股份 | $ | | $ | — | ||
在iDoc收購交易中發行股票的公允價值 | $ | | $ | — | ||
作爲額外橋接票據本金支付的股份 | $ | | $ | — | ||
作爲交易所票據本金支付的股份 | $ | | $ | — | ||
發行股份以收購在TAD中的非控股權益 | $ | | $ | — | ||
附註爲這些未經審計的簡明合併財務報表的組成部分。
10
VSEE HEALTH, INC.
(FKA互聯網醫療收購公司。
2024年9月30日未經審計的簡明合併財務報表附註
附註1 | 業務的組織和描述 |
VSee Health公司（前身爲Digital Health Acquisition Corp.，德拉華州公司）（以下簡稱「公司」，「我們」，「我們的」，「VSee Health」或「我們」）是一家遠程醫療軟件平台解決方案供應商。我們擁有獨有的技術平台和模塊化軟件解決方案，可以讓用戶使用端到端加密視頻流與醫療器械數據、電子醫療記錄和其他敏感數據進行即插即用的遠程醫療服務，並提供多種互動功能，實現團隊合作，VSee認爲這些功能在全球其他任何系統中都無法找到。我們公司的核心平台是一種高度可擴展的集成式應用程序接口（API）驅動技術平台，用於虛擬醫療保健服務，具有多個實時集成跨越醫療生態系統的功能。我們平台的API支持外部連接，並與各種支付方、電子醫療記錄、第三方應用程序以及僱主、醫院系統和衛生系統進行深度集成，我們相信這獨特地將我們定位爲長期合作伙伴，滿足快速變化的醫療保健行業的獨特需求。我們公司還將能夠爲客戶提供白標服務，使其方案和策略與我們的解決方案完全契合，所有這些都在一個性能高、高度可擴展的平台上。
公司於2021年3月30日在德拉華成立，名稱爲Digital Health Acquisition Corp.（「DHAC」），其身份是一家用於通過兼併，股本交易，資產收購，股票購買，重組，資本重組或其他類似業務交易，收購一個或多個營運業務或資產的「空白支票公司」。2024年6月24日（「交割日」），各方完成了Digital Health Acquisition Corp.（以下簡稱「DHAC」），DHAC Merger Sub I, Inc.（德拉華州公司，即DHAC的直接全資子公司，以下簡稱Merger Sub I），DHAC Merger Sub II, Inc.（德克薩斯州公司，即DHAC的直接全資子公司，以下簡稱Merger Sub II），VSee Lab, Inc.（德拉華州公司，以下簡稱VSee Lab）和iDoc Virtual Telehealth Solutions, Inc.（德克薩斯州公司，以下簡稱iDoc）之間的業務組合交易（以下簡稱「業務組合」）。隨着業務組合的完成，DHAC將其名稱從Digital Health Acquisition Corp.更改爲VSee Health，公司。此外，除非另有說明，或上下文另有要求，對「DHAC」的引用指的是交割日之前的Delaware公司Digital Health Acquisition Corp。
在業務組合的結束（「結束」)，(1)每股DHAC普通股被重新指定爲公司普通股，面值$
此外，隨着業務組合的結束，根據2023年11月21日簽署的某些證券購買協議（「貸款轉換SPA」），由DHAC、VSee Lab和/或iDoc與每個DHAC、VSee Lab和iDoc的某些貸款人簽署，DHAC、VSee Lab和iDoc各自的某些債務轉換爲VSee Health的A類優先股，面值$
11
在2023年11月21日進一步修訂（「A.G.P.證券購買協議」），公司發行了
此外，根據2023年11月21日由DHAC、VSee Lab和iDoc簽訂的交易協議（「交易所協議」），公司完成了一項高級可轉換債券的交換，彙總本金價值爲$
在交易完成後，公司流通在外的普通股總數約爲
除了上述內容外，2023年11月21日，DHAC與一家機構和合格投資者（「橋接投資者」）簽署了一項股權信貸購置協議（「ELOC購置協議」），根據該協議，DHAC可以出售並向橋接投資者發行，橋接投資者有義務從DHAC購買，最高可達$
儘管根據業務組合協議的法律形式，業務組合被視爲一次反向資本化，VSee Lab 是會計購買方，DHAC 和 iDoc 是會計被購買方。因此，從會計的角度來看，業務組合等同於VSee Lab爲DHAC的淨資產發行股票，並伴隨資本重組。DHAC的淨資產以截至交割日期的歷史成本合併。
由於VSee Lab被確定爲業務組合的會計受託方，對iDoc的收購被視爲《會計準則守則》（「ASC」）第805號主題下的業務組合， 商業組合 （「ASC 805」），並採用收購會計處理，將用於收購iDoc的對價根據預估的收購日公允價值分配到所取得的資產和承擔的負債。用於實施收購的對價超過所取得的資產和承擔的負債的公允價值的差額被記錄爲商譽。詳見 註釋3 業務合併對於更多信息，請訪問公司網站Catalyst Pharmaceuticals的網站
12
2022年通脹縮減法
2022年8月16日，《2022年通脹減少法案》（以下簡稱「IR法案」）已被簽署爲美國聯邦法律。IR法案規定，其中包括對於一些美國公開交易的國內公司和某些美國國內外國公司的子公司，在2023年1月1日或之後發生的股票回購中，將徵收新的美國聯邦1%的消費稅。消費稅是直接徵收在回購公司本身，而不是從其股東那裏回購股份。消費稅金額通常爲回購時股份的公允市值的1%。然而，爲了計算消費稅，回購公司被允許將某些新股發行的公允市值淨額對沖抵扣同一納稅年度內的股票回購的公允市值。此外，某些例外情況適用於消費稅。美國財政部（以下簡稱「財政部」）獲得授權提供法規和其他指導以執行和阻止對消費稅的濫用或規避。
任何在2022年12月31日後發生的贖回或其他回購，無論是與業務合併、延期投票或其他原因有關，可能會受消費稅的影響。因此，公司已根據2022年12月31日後發生的贖回預計的消費稅進行了計提，總額爲$
備註2 | 重要會計政策摘要 |
創課推薦基本報表原則和合並原則。
本公司附註的簡明綜合財務報表已按照美國通用會計準則（「U.S. GAAP」）編制。根據證券交易委員會（「SEC」）的規則和法規，按照U.S. GAAP編制的財務報表通常包含的某些信息或腳註披露已經被壓縮或省略，用於編制中期財務報告。因此，它們不包括進行財務狀況、經營結果或現金流完整呈現所必需的所有信息和腳註。據管理層看法，隨附的未經審計的簡明綜合財務報表包括所有必要的調整，其中包括一般性的週期性調整，以便公正呈現所呈現期間的財務狀況、經營結果和現金流。 對於在上述第1條披露的業務組合之前的期間，報告的股份和每股金額已按照適用的交換比率進行追溯轉換。請參閱 Note 11 Equity獲得更多信息。
簡明綜合財務報表包括VSee Health, Inc.及其子公司，VSee Lab, Inc.以及 Virtual Telehealth Solutions公司，兩者
隸屬的簡明合併基本報表反映了必要的調整（包括正常、經常性調整），以便公平呈現公司2024年9月30日的財務狀況，其在2024年9月30日和2023年9月30日結束的三個月和九個月的營運業績、股東權益（赤字）變動以及現金流量，符合美國通用會計準則。此外，需結合於2024年7月24日提交給證券交易委員會的424B3招股書中包含的VSee Lab, Inc.的審計財務報表一同閱讀，截至2023年12月31日結束。截至2024年9月30日結束的三個月和九個月的中期業績未必代表預期截至2024年12月31日結束的年度業績或未來期間的業績。某些金額已經在以往期間進行了重新分類，以符合當前期的呈現，主要包括按類別分析收入和資本重組的溯及應用。
13
成爲新興增長公司的影響
本公司是根據證券法第2(a) 節定義的「新興成長型公司」，由2012年《初創業務啓動法案》（「JOBS法案」）修改，可能利用某些豁免規定，這些規定適用於其他不是新興成長型公司的上市公司，包括但不限於不需要遵守《薩班斯-奧克斯利法案》第404條的核數師審計要求、在其定期報告和代理聲明中減少有關高管薪酬的披露義務，以及不需要舉行關於高管薪酬的非約束性諮詢投票和股東批准未經事先批准的任何金手套付款的要求。
此外，JOBS法第102條第(b)(1)條豁免新興增長型公司被要求遵守新頒佈或修訂的財務會計準則，直至私人公司（即未發行有效證券法登記聲明或未在交易法案下注冊證券類別的公司）被要求遵守新頒佈或修訂的財務會計準則。JOBS法規定公司可以選擇退出延長的過渡期並遵守對非新興增長型公司適用的要求，但一旦作出選擇即不可撤銷。本公司已選擇不退出此延長的過渡期，這意味着當一項標準被髮布或修訂，並且對公開公司與私人公司有不同的適用日期時，作爲一家新興增長型公司，本公司可以在私人公司採納新頒佈或修訂的標準時採納新頒佈或修訂的標準。這可能使得本公司財務報表與另一家不是新興增長型公司或已選擇退出使用延長過渡期的新興增長型公司的財務報表之間的比較因會計準則使用的潛在差異而變得困難或不可能。
該公司也是一個「較小報告公司」，這意味着我們的非關聯方持有的股票市值低於$25000萬，或者我們的非關聯方持有的股票市值低於$70000萬，且我們的年度收入在最近已完成的財政年度內不足$10000萬。如果我們的非關聯方持有的股票市值低於$25000萬，或者我們的年度收入在最近已完成的財政年度內不足$10000萬且我們的非關聯方持有的股票市值低於$70000萬，那麼該公司可能繼續作爲較小報告公司。該公司可以利用較小報告公司可獲得的特定規模披露的優勢。
分部
公司根據ASC 280確定其報告單元。 分部報告 管理根據ASC 280首先識別經營部門來評估報告單元。然後公司評估每個經營部門，以確定是否包括一個或多個構成業務的元件。如果在一個經營部門內存在符合業務定義的元件，則公司評估這些元件以確定它們是否必須被合併爲一個或多個報告單元。在確定是否合併不同經營部門時，公司在適用時確定這些部門是否在經濟上相似，若相似，則將這些經營部門合併。
Management has determined that the Company has
公司的報告部門包括醫療保健科技（「科技」）和遠程醫療服務（「遠程醫療」）。 VSee實驗室公司屬於科技部門，而iDoc虛擬遠程醫療解決方案公司屬於遠程醫療部門。
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估算值的使用
按照美國公認會計原則編制公司的簡明合併財務報表要求管理層做出影響簡明合併財務報表和附註中列出的金額的估計和假設。這些判斷、估計和假設用於但不限於確定第三方付款人在確認患者費用合同、商譽減值分析、信貸損失備抵金、ELOC的公允價值、交易所票據、附加過渡票據（定義見下文”）方面的合同調整的估計準備金額外的過橋融資” 部分），以及量子可轉換票據、2024年9月可轉換票據和所得稅。
公司的估計和判斷基於歷史經驗以及它認爲在這種情況下合理的其他各種假設。但是，未來的事件可能會發生變化，最佳估計和判斷通常需要調整。實際結果可能與這些估計有所不同。
所得稅
所得稅按資產負債法入賬。遞延所得稅資產和負債是根據財務報表現有資產和負債賬面金額與相應的稅基和營業虧損、資本損失和稅收抵免結轉額之間的差異而確認的未來稅收後果。遞延所得稅資產和負債是使用頒佈的稅率來衡量的，預計這些稅率將適用於預計收回或結清這些臨時差異的年份的應納稅所得額。稅率變動對遞延所得稅資產和負債的影響在包括頒佈之日在內的期間內在收入中確認。
只有當所得稅狀況更有可能維持時，公司才會認識到這些狀況的影響。確認的所得稅狀況以實現可能性大於50％的最大金額來衡量。確認或衡量標準的變化反映在判斷髮生變化的時間段內。公司將與未確認的稅收優惠相關的利息和罰款記錄爲一般和管理費用的一部分。該公司的聯邦納稅申報表和任何州納稅申報表目前未在審查之中。
該公司適用ASC 740-10，所得稅會計，這要求對所得稅的財務會計和報告採用資產和負債方法。遞延所得稅資產和負債每年根據財務報表與資產和負債的納稅基礎之間的差異計算，根據已頒佈的稅法和適用於預計差異會影響應納稅所得的時期的稅率，計算出未來的應納稅或可扣除金額。在必要時設立估值補貼，以將遞延所得稅資產減少到預期變現的金額。
收入確認
公司根據ASC 606確認收入， 與客戶簽訂合同的收入 （「ASC 606」）。ASC 606確立了一項原則，即在向客戶轉移承諾的商品或服務時確認收入，其金額應反映爲換取這些商品或服務而收到的預期對價。ASC 606的核心原則是確認收入，以描述向客戶轉移承諾的商品或服務的情況，其金額應反映該實體爲換取這些商品或服務而預計應獲得的對價。
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公司根據ASC 606通過以下五個步驟判斷營業收入的確認：
1）確定與客戶的合同
公司在根據ASC 606識別合同時，考慮合同的條款和條件以及公司的慣常業務實踐。當合同經過雙方批准，能夠識別每一方關於要轉讓的商品和服務的權利及支付條款，確定客戶具備支付的能力和意願時，公司認爲與客戶之間存在合同，並且合同具有商業實質。公司在判斷客戶的支付能力和意願時會應用判斷，基於多種因素，包括客戶的支付歷史，或者在新客戶的情況下，與客戶相關的信用和財務信息。
訂閱服務的合同條款通常是 合同通常可以在 -天通知期內取消，客戶按年度、季度或月度預先支付訂閱服務期的費用。公司不需要退還任何已發票的按比例預付費用，以覆蓋已提供的服務。
該公司還與醫院或醫院系統、醫療實踐團體以及其他用戶簽訂服務合同。這些客戶合同通常區間爲 to 該公司擁有自動續約流程。根據合同條款，公司會在月份開始前或月底向這些客戶開具每月固定費用的發票。合同通常包含提前通知的取消條款，而在取消之前轉讓的商品和服務的營業收入不可退還或抵扣。
2）確定合同中的履約義務
合同中承諾的履約義務是基於將轉移給客戶的商品和服務進行識別，這些商品和服務既能夠獨立存在，客戶可以單獨受益於該服務或與其他現成資源一同受益，並且在合同的背景下是獨立的，其中服務的轉移與合同中的其他承諾是可分辨的。
3) 判斷交易價格
Total transaction price is based on the amount to which the Company is entitled to base on the contracts with its customers. The Company believes the quoted transaction prices in the customer contracts represent the standalone selling prices for each of the separate performance obligations which are distinct and priced separately within the contract. Consideration promised in the Company’s contracts includes both fixed and variable amounts. The Company’s variable consideration is based on fixed unit price for promised services, though the total consideration is dependent upon the actual amounts of promised services used by the customers. If necessary, the Company estimates the total variable consideration based on the information available to management, and updates such estimates each financial period when needed.
4）將交易價格分配給合同中的履約義務
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (「SSP」). The determination of a SSP for each distinct performance obligation requires judgment. Where applicable, the Company establishes standalone selling prices based on the observable prices of the good or service when the Company sells that good or service separately in similar circumstances and to similar customers. If a standalone selling price is not directly observable, the Company estimates the standalone selling price using the expected cost plus a margin approach.
5）履約義務得到滿足時或公司履行履約義務時認可收入
Revenue is recognized when or as control of the promised goods or service are transferred to the customer in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. For
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公司根據服務交付的進展來確認營業收入，這一進展是通過投入法來衡量的。投入包括公司爲提供這些服務所花費的資源量，並基於管理層在每個財務期間的最佳信息。
公司從與直接電信醫師提供者患者費用服務、遠程醫療服務、訂閱服務和提供給客戶的機構服務相關的商業服務中獲得營業收入。
訂閱服務合同和履約義務
訂閱服務
訂閱代表一系列獨特的商品或服務，因爲履行義務是在客戶同時接受和消耗與公司提供的服務相關的利益的過程中滿足的。在模塊特定的訂閱情況下，在每個月的訂閱期間，公司提供一致的服務水平。公司在爲客戶提供初始月期的平台註冊訂閱時開始確認營業收入，並在隨後的期間按一致的訂閱服務水平確認收入。公司對其綜合訂閱的義務是在整個訂閱期間保持準備狀態；因此，公司考慮使用時間的產出法來衡量其履行義務的進展，並在訂閱期開始時開始確認收入。遞延收入由不可退還的預付費的未攤銷餘額組成，這些費用根據公司預計確認收入的時間分爲流動和非流動。
公司將對每個特定模塊的訂閱視爲獨立的履約義務，因爲客戶可以單獨從每個模塊的訂閱中獲益，每個訂閱可以單獨銷售。
此外，個別模塊的訂閱在合同的背景下是獨立的，因爲（1）公司未將本合同中承諾的服務與另一服務整合爲代表合併產出的服務組合，（2）特定模塊的訂閱並未顯著修改或定製另一個模塊的訂閱，（3）特定模塊之間不存在高度互相依賴或高度互相關聯。對於每個模塊的訂閱被視爲一系列獨立的履約義務，因爲每個模塊是獨立且基本相同的，隨時間得到滿足，並具有相同的履約進度。
交易價格是根據公司預計有權向客戶提供服務而獲得的代價來確定的。根據合同，客戶每個訂閱服務用戶支付固定費率。在合同開始之前，客戶通常在實施服務方面與公司簽訂合同時支付一定的非可退款金額給公司。
專業服務和技術工程費用與履約義務
專業服務和技術工程服務合同中的績效義務是基於指定的專業服務小時數量向客戶提供的。這些服務合同中的績效義務在合同的背景下對客戶轉移是獨特的，其中服務的轉移與合同中的其他承諾是可單獨識別的。
交易價格根據公司預期在交換服務轉移給客戶時應得的對價確定。在合同下，公司在分配轉移價格時使用獨立價格。合同定價是固定的，並在公司進行的工作基礎上在安排中說明，並代表公司爲交付此類商品和服務所應得的金額。當需要時，公司估算按承諾的報價費用計算的服務的變量對價，使用期望值法來預期公司將收取的費用。
公司在滿足合同服務小時的履約義務時確認營業收入。
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患者費用服務和履約義務
患者費用服務
患者費用代表一系列明確定義的服務，因爲當公司的醫生在客戶現場向患者提供專業醫療服務時，履約義務得以滿足，因爲此行爲被視爲向各自患者提供貨物和服務的轉移。當公司的醫療專業人員提供護理時，患者從專業服務中獲益。公司在患者服務上開始確認營業收入，當公司滿足向患者提供專業醫療服務的履約義務時。
涉及第三方支付者的患者費用合同
公司從患者、第三方支付者及其他方面收取患者費用服務的款項。第三方支付者按照合同費率或實體的賬單收費向公司支付。來自第三方支付者的付款通常低於賬單費用。公司根據提供服務的標準費用確定患者費用的交易價格，並減去給第三方支付者提供的調整和給予無保險患者的隱性價格讓步。公司監控其來自第三方支付者的營業收入和應收款，並記錄預計的合同備抵，以準確反映賬單和收款金額之間的差異。
來自第三方支付者的營業收入以預計合同調整準備金後的淨額展示。患者收入在服務抵扣和服務調整，以及壞賬準備金的基礎上進行淨額處理。這些調整和隱性價格讓步代表賬單金額與公司預期收取的估計對價之間的差異，基於歷史收款經驗、市場條件和其他因素。儘管公司認爲其在此所述的估算和判斷方法合理，但實際結果可能與估算金額存在差異，而這種差異可能是重要的。
公司所有的遠程醫療合同中的患者報銷費用均由公司直接向付款方開具賬單。公司通過提供高強度患者護理解決方案來賺取患者費用。對於患者費用，當公司的醫生在客戶現場向患者提供專業醫療服務時，履行義務將被視爲向相關患者轉移商品和服務。患者在公司醫療專業人士提供護理時獲益於專業服務。收入的確定基於與相應專業服務相關的遠程醫療計費代碼。公司主要通過以下第三方付款人收取報銷：
醫療保險
公司的附屬提供者網絡通過醫療保險B部分和C部分項目對其向醫療保險受益人提供的某些遠程醫療服務進行報銷。醫療保險對遠程醫療服務的覆蓋與其他類型的專業醫療服務有所不同，並受到聯邦法規的限制，並需遵循醫療保險的特定參與和支付條件，包括患者的位置、服務類型以及提供遠程醫療服務的方式等。
醫療補助
醫療補助計劃由聯邦政府和各州共同資助，並由各州（或州指定的管理醫療或其他類似組織）根據批准的計劃進行管理。公司的附屬提供者網絡通過某些州的醫療補助計劃對其向醫療補助受益人提供的某些遠程醫療服務進行報銷。醫療補助對遠程醫療服務的覆蓋因州而異，並需遵循特定的參與和支付條件。
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商業保險提供商
公司由商業保險公司報銷。向商業保險提供商付款的基礎符合醫療保險報銷費用結構指南，根據州和保險公司的要求，公司與商業保險公司處於網絡內或網絡外。
遠程醫療費用、服務合同和履約義務
遠程醫療護理服務合同
遠程醫療合同中的履約義務以通過使用硬件和軟件集成提供的服務爲基礎，其中包括多人視頻會議以及合同期內每週七天、每天24小時的電子通信。該公司爲遠程醫師服務提供管理支持，並通過管理支持、硬件支持、軟件支持和提供商覆蓋範圍來協調其臨床醫生網絡的服務。該公司提供每天 12-24 小時不等的醫生服務。在合同中，向客戶轉讓這些服務的合同中的履行義務是不同的，根據合同，服務的轉讓與患者服務和機構服務義務是分開的。當公司以醫院可能要求的格式和間隔提供與其根據協議提供的專業服務相關的行政、業務和醫療記錄和報告時，履約義務即得到履行。遠程醫療護理服務的收入包含在簡明合併財務報表中的遠程醫療費用中。
當已確認的累計收入金額可能不會發生重大逆轉時，公司以可變對價確認收入。公司使用預期價值或最可能的金額方法，根據可變對價來估算應確認的收入金額，以預期金額爲準，以可以更好地預測金額爲準。公司對可變對價的估計以及對是否將估計金額納入交易價格的決定主要基於對法律可執行性、績效以及公司合理獲得的所有信息的評估。確定公司每個會計期可以確認的收入金額需要管理層對估計的預期客戶壽命或預期的業績期做出估算和判斷。
當公司履行其每月提供合同遠程醫師工時服務的績效義務時，公司開始確認收入。在服務開始之前，客戶在簽訂公司培訓、硬件和軟件安裝和集成合同（包括一次性設置軟件安全、API接口以及醫院現有設備與硬件和軟件之間的兼容性）時，通常會向公司支付不可退還的初始啓動款項。當設備設置和初始培訓的履行義務完成後，公司將在實施完成後確認收入。啓動費並未對合同中的其他商品進行重大修改或定製。由於啓動服務主要涵蓋初始管理服務，公司的客戶可以在完成後取消未來的服務，因此管理層認爲啓動服務可以與正在進行的商業服務分開，公司使用輸入法來衡量每個財政期間的進展，在啓動服務完成後，將啓動費記錄爲收入。
機構費用、服務合同和履約義務
腦電圖（「EEG」）專業口譯服務合同
腦電圖專業口譯服務合同中的履行義務基於腦電圖口譯每月提供的專業服務的數量。合同中轉讓給客戶的這些服務的履行義務在合同中是不同的，根據合同，服務的轉讓與合同中的其他承諾是分開的。爲了促進腦電圖專業口譯服務的提供，該公司的醫生使用公司提供的腦電圖遠程醫療設備。履行義務是根據公司醫生進行的腦電圖專業解釋的數量來履行的。雙方每月追蹤專業解釋的數量，用於確定根據既定合同費率獲得的收入，幷包含在簡明合併財務報表中的機構費用中。
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根據公司的大多數合同，包括與其頂級客戶的合同，客戶支付固定的每月費用，用於遠程醫療諮詢服務、腦電圖專業解讀服務、平台軟件服務和硬件費用。固定的每月費用提供了預定的每日、每月或每年醫生服務小時數以及約定的解讀和軟件服務費用。爲了促進諮詢服務的提供，設施使用遠程醫療設備和公司的虛擬醫療平台，該平台由公司提供並安裝。公司還爲醫院提供用戶培訓、維護和遠程醫療設備的支持服務，以執行諮詢服務。
營業成本主要由與雲託管相關的費用、公司的客戶成功團隊的人員相關費用、第三方軟件服務和承包商的成本以及與公司的平台訂閱服務交付和支持相關的其他服務構成。公司的營業成本還主要包括與公司遠程醫療服務提供者的薪酬相關費用、第三方軟件和硬件服務及獨立醫療提供者的成本，以及與公司的遠程醫療平台的交付和支持相關的其他服務。
銷售成本
營業成本主要由與雲託管相關的費用、公司的客戶成功團隊的人員相關費用、第三方軟件服務和承包商的成本，以及與公司的平台訂閱服務交付和支持相關的其他服務構成。公司的營業成本還主要包括與公司遠程醫療服務提供者的薪酬相關費用、第三方軟件和硬件服務及獨立醫療提供者的成本，以及與公司的遠程醫療平台的交付和支持相關的其他服務。
交易費用
On June 15, 2022, DHAC entered into the Original Business Combination Agreement with DHAC Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of DHAC (「Merger Sub I」), DHAC Merger Sub II, Inc., a Texas corporation and wholly owned subsidiary of DHAC (「Merger Sub II」), VSee Lab, and iDoc. On August 9, 2022, the parties to the Original Business Combination Agreement, entered into the First Amended and Restated Business Combination Agreement, pursuant to which the Original Business Combination Agreement was amended and restated in its entirety. The parties to the First Business Combination Agreement entered into the Second Amended and Restated Business Combination Agreement on October 6, 2022, pursuant to which the First Amended and Restated Business Combination Agreement was amended and restated in its entirety, which was subsequently amended by the First Amendment to the Second Amended and Restated Business Combination Agreement dated November 3, 2022. On November 21, 2023, DHAC, Merger Sub I, Merger Sub II, VSee Lab and iDoc entered into the Third Amended and Restated Business Combination Agreement, which was subsequently amended by the First Amendment to the Third Amended and Restated Business Combination Agreement on February 13, 2024 and the Second Amendment to the Third Amended and Restated Business Combination Agreement on April 17, 2024 (as amended, the 「Business Combination Agreement」) and concurrently entered into various transactions that provide financing for DHAC, VSee Lab, iDoc and the Company (together with the other agreements and transactions contemplated by the Business Combination Agreement, the 「Business Combination」). During the three months ended September 30, 2024 and 2023, the Company (which, for accounting purpose, refers to VSee Health, Inc. after June 24, 2024 and VSee Lab, Inc. prior to June 24, 2024) incurred transaction expenses related to the business combination of $
每股普通股淨虧損
公司根據ASC主題260計算每股收益（損失）每股收益這要求對基本和稀釋每股收益進行雙重呈現。基本每股收益或損失是通過將淨利潤或損失除以期內流通在外的加權平均普通股股數計算得出的。在計算任何稀釋每股數額時，不包括潛在的可稀釋普通股。
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報告。每股攤薄收入或虧損是通過將淨利潤或淨損失除以加權平均流通在外普通股數量來計算的。以下是截至2024年和2023年9月30日可能具有稀釋性的股份：
三個月 | 三個月 | 九個月 | 九個月 | |||||||||
已結束 | 已結束 | 已結束 | 已結束 | |||||||||
九月三十日， | 9月30日, | 9月30日, | 九月三十日, | |||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
淨損失 | $ | ( | $ | ( | $ | ( | $ | ( | ||||
加權平均股數 – 基本和攤薄 | ||||||||||||
每股淨損失 - 基本和攤薄 | $ | ( | $ | ( | $ | ( | $ | ( | ||||
排除的證券（1）： | ||||||||||||
公開warrants | — | — | ||||||||||
認股權證 | — | — | ||||||||||
橋樑認股權證 | — | — | ||||||||||
期權延期 | — | — | ||||||||||
2024年9月期權 | — | — | ||||||||||
量子可轉換債券，關聯方（2） | — | — | ||||||||||
其他橋樑備註（2） | — | — | ||||||||||
交易所公告（2） | — | — | ||||||||||
ELOC承諾費用說明 | — | — | ||||||||||
2024年9月備忘錄 (3) | — | — | ||||||||||
A系列優先股普通股等價物（4） | — | — | ||||||||||
期權授予 | — | — | ||||||||||
| 1. | 公司的稀釋股份未包括在2024年9月30日結束的三個月和九個月的稀釋每股淨損失計算中，因爲結果將具有抗稀釋性。 |
| 2. | 包括利息金額及其上的利息,並假設底價轉換價爲 $ |
| 3. | 包括本金和利息金額及其上的利息,基於初始固定轉換價計算 $ |
| 4. | 假設最大的轉換金額及底價轉換價爲 $ |
現金
公司認爲在收購時期限爲三個月或更短的所有高流動性投資爲現金等價物。公司截至2024年6月30日和2023年12月31日持有
應收賬款和信用損失
The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for credit losses for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. ASC 326, 金融工具-信貸損失, requires entities to use a forward-looking approach based on current expected credit losses (「CECL」) to estimate credit losses on certain types of financial instruments, including trade receivables. As a result of the acquisition of iDoc and at the Closing of the Business Combination on June 24, 2024, the Company assumed the allowance for credit losses of $
As of September 30, 2024 and December 31, 2023, the allowance for credit losses was $
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下表展示了VSee Health截至2024年9月30日和2023年12月31日的信用損失準備金：
|
| 9月30日， |
| 12月31日， | ||
2024 | 2023 | |||||
開始信用損失準備金 | $ | | $ | — | ||
因收購而產生的信用損失準備金 |
| |
| — | ||
信貸損失準備 |
| |
| | ||
減去：上述信用損失準備中包含的應收賬款覈銷 |
| ( |
| — | ||
信貸損失準備金結餘 | $ | | $ | | ||
預付資產
預付資產是已支付但尚未使用完或尚未到期的成本。隨着金額到期，流動資產減少，減少的金額作爲費用在簡化合並利潤表中報告。
租賃
公司根據ASC第842號主題處理租賃， 租賃根據該標準，公司在協議開始時確定該協議是否爲租賃。經營租賃包括在公司的簡明合併資產負債表中的使用權資產、租賃負債的當前部分及租賃負債的非當前部分。融資租賃包括在公司的簡明合併資產負債表中的固定資產、租賃負債的當前部分及租賃負債的非當前部分。經營和融資租賃的使用權資產和負債在租賃開始日按未來租賃付款的現值確認。
根據ASC 842的允許，公司已做出會計政策選擇，不將ASC 842的確認規定應用於短期租賃（租賃期限爲12個月或更短且不包括承租人合理確定將行使的購買基礎資產的選擇權）；相應地，公司將在租賃期限內按直線法確認短期租賃的租賃付款。
金融工具的公允價值
「Fair value」 is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.
The carrying amounts reflected in the accompanying condensed consolidated balance sheets for cash, due from related party, and accounts payable approximate fair value due to their short-term nature. The three levels of the fair value hierarchy under ASC 820 are as follows:
| ● | 「一級」，定義爲活躍市場上報價價格（未經調整）相同工具的可觀察輸入； |
| ● | 「二級」，定義爲除活躍市場上的報價價格之外的輸入，這些輸入是可以直接或間接觀察到的，例如活躍市場上類似工具的報價價格或者不活躍市場上相同或類似工具的報價價格。 |
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| ● | 「三級」，指的是不存在或少量市場數據的不可觀察輸入，因此需要實體制定自己的假設，比如從估值技術中得出的估值，其中一個或多個重要輸入或重要價值驅動因素是不可觀察的。 |
在某些情況下，用於衡量公允價值的輸入可能屬於 ASC 820 公平價值層次結構的不同級別。在這種情況下，將對整個投資所屬的公允價值層次確定基於最低級別的重要輸入。評估特定輸入對整個投資的估值的重要性需要進行判斷，並考慮特定於投資的因素。投資在層次結構中的分類基於投資的定價透明度，不一定對應於投資的風險感知。有關以公允價值度量的資產和負債的其他信息，請參見附註10。
有關以公允價值計量的資產和負債的額外信息，請參閱附註14。
衍生金融工具
公司評估其金融工具，以判斷這些工具是否爲衍生工具，或是否具備符合ASC 815主題的嵌入式衍生工具特徵。 衍生工具及對沖衍生工具在授予日按公允價值記錄，且在每個報告日期重新計價，公允價值變動計入簡明合併收支表。根據每日簡明合併資產負債表的日期內是否可能需要淨現金結算或轉換工具，衍生資產和負債分爲流動或非流動。
作爲IPO的結果，截至2024年3月31日，有275,757美元的延遲發行成本記錄在隨附的未經審計的簡明資產負債表中。
公司根據FASB ASC 480中的瓦朗權證的具體條款和適用的權威指南，將其分類爲權益類或負債類工具。 區分負債和股本工具 （ASC 480）和ASC 815（ASC 815）中的相關規定進行評估。 衍生工具和套期交易 （ASC 815）。評估需要考慮認股權證是否根據ASC 480構成獨立的金融工具，是否符合ASC 480中責任的定義，以及認股權證是否符合ASC 815中權益分類的所有要求，包括認股權證是否與公司自身的普通股掛鉤等符合權益分類的條件。這種評估需要運用專業判斷，在認股權證發行時進行，以及在認股權證未解除的情況下，進行後續每個季度末日期的評估。
對於符合權益分類所有標準的已發行或修改的認股權證，要求在發行時將認股權證記錄爲股本支付的一個部分。對於不符合所有權益分類標準的已發行或修改的認股權證，則要求根據發行日期的初始公允價值記錄認股權證，並在隨後的每個資產負債表日進行記錄。公司分析了公開認股權證、私人認股權證、橋樑認股權證（如下所定義）和延期認股權證（如下所定義）、2024年9月認股權證，並判斷它們被視爲獨立工具，不具備ASC 480中的特徵，因此不按照ASC 480分類爲負債。認股權證符合ASC 815的所有權益分類要求，因此被分類爲權益。
固定資產
固定資產按歷史成本減累計折舊計入。公司將購買的固定資產的支出計入資產裏，但資產價格不足$
23
商譽
商譽代表在業務合併中購買價格超過所收購淨可識別資產公允價值的部分。我們在報告單位層面評估商譽是否存在減值，通過評估報告單位的公允價值是否更可能超過其賬面價值。如果這一評估得出的結論是報告單位的公允價值更可能超過其賬面價值，則商譽不被視爲減值，且無需進一步的減值測試。相反，如果評估得出的結論是報告單位的公允價值更可能低於其賬面價值，則會進行商譽減值測試，以比較報告單位的公允價值與其賬面價值。該公司確定報告單位的公允價值，
無形資產
無形資產按公允價值計量，扣除攤銷後。公允價值的確定基於資產的評估價值。無形資產由開發的科技和客戶名單組成(見 第3條 業務合併). 研發的科技和客戶關係採用直線法按資產的估計使用年限分攤， 年期和 -年估計使用壽命的資產。可識別的無形資產（屬於分攤範圍）包括以下內容：
| 2024年9月30日 |
| 2023年12月31日 | |||
客戶關係 | $ | | $ | — | ||
開發的科技 |
| |
| — | ||
| |
| — | |||
減少：累計攤銷 |
| ( |
| — | ||
無形資產-淨額 | $ | | $ | — | ||
與無形資產相關的總攤銷費用爲$
2024年12月31日年底 |
| $ | |
2025年12月31日年底 |
| | |
2026年12月31日年底 |
| | |
2027年12月31日年底 |
| | |
2028年12月31日年底 |
| | |
然後 |
| | |
總計 | $ | |
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長期資產和無形資產減值
財產、廠房及設備，以及 ASC 350-10, 無形資產萬億.e公司定期審閱長期資產的賬面價值，以查明表明資產可能有減值的內外部事實或情況。公司根據預期未經摺現的資產使用權產生的現金流量（利息前）來判斷長期資產的賬面價值是否減值。如果發生減值，將根據賬面價值超過資產公允價值的金額確認損失。公允價值根據資產的評估價值或預期資產使用權產生的現金流量（按與風險相符的利率折現）確定。
2024年9月30日結束的三個月內，公司確定公司股價持續下跌及相應市值影響的觸發事件表明分配給公司某些報告單位的商譽可能存在減值。主要根據分配了商譽的某些報告單位的金融和運營績效，以及公司市值持續減少，公司確定了一個觸發事件，並對遠程醫療服務報告單位進行了中期減值測試。 作爲公司減值分析的一部分，報告單元的公允價值是通過利用收入法和市場法的加權平均值來確定的，其中採用了三級輸入並利用了與收入增長率、盈利能力邊際、估計未來現金流和折現率相關的管理估計。 基於分析，公司得出結論，遠程醫療服務報告單元的公允價值低於其賬面價值。因此，公司在截至2024年9月30日的三個和九個月的綜合業務報表上記錄了非現金商譽減值費用$
債務的原始發行折價
當公司發行的應付票據面值高於收到的款項時，將差額記錄爲債款折價，並在基礎應付票據的生命週期內將折價攤銷爲利息費用。
損失準備和訴訟
公司根據(一)在綜合財務報表發佈前可獲得的信息表明，在綜合財務報表日期資產已減值或已發生負債的概率較高，並且(二)損失金額可以合理估計，記錄並保留損失準備。如果一個或兩者的計提標準未滿足，但存在重大損失將發生的合理可能性，公司將不記錄和保留損失準備，但在附註中描述相關事項，並儘可能提供有關預估潛在損失或損失區間的詳細信息。如果無法進行估計，將說明該情況。
持續經營
根據去年的財務報表披露，由於過去兩年持續經營虧損和由於公司產生負面經營現金而導致流動性惡化，公司的持續經營能力存在重大疑慮。
管理層已採取一系列措施來解決這些問題，包括：
| ● | 營業收入增長策略：公司併購iDoc公司（具體見後文）並贏得了新的更大醫院合同，進入了新市場，展示了公司通過龐大的項目管道實現正收入增長的能力。在第三季度，服務開始投入到新市場的一個客戶，推動未來正面營業收入增長。 第3條 業務合併公司已贏得了新合同，包括2024年6月24日收購iDoc公司（詳見下文）並進入了更大醫院和新市場，展現了公司從強勁管道中實現積極收入增長的能力。在第三季度，服務已經在新市場的一個客戶開始，推動了未來正面營業收入增長。 |
| ● | 股權/ ELOC融資：公司具有一項日期爲2023年11月21日的股權購買協議（如下所定義），根據該協議，公司可能總共收到 $ |
25
| 義務按每股的底價購買股份 $ |
管理層已確定流動性狀況和歷史經營虧損引發對其作爲持續存在一家企業的能力，在附表的期間內提出了實質性疑問至少在附表的發行日期後1年的時間內。
公司採取的措施緩解這些擔憂的成功與否，不保證能在簡明合併財務報表發佈後一年內取得成功。附帶的簡明合併財務報表不包括可能因此不確定性結果而導致的任何調整。
最近的會計聲明
2023年11月，FASB發佈了ASU 2023-07，該更新通過增強重要板塊支出的披露，改進了可報告板塊的披露要求。這個更新中的修正應在合併財務報表中呈現的所有之前期間中進行追溯，適用於2023年12月31日後開始的財政年度和2024年12月31日後的財政年度內的中期期間。早期實施是允許的。公司目前正在評估該指引對其簡明合併財務報表的潛在影響。 報告業務板塊披露的改進 （題目280）。本ASU通過要求披露向首席運營決策者（COO）定期提供幷包括在每個報告段的利潤或損失中的重要報告部門費用來更新報告部門披露要求。本ASU還要求披露被確定爲COO的個人的職位和頭銜，並解釋COO如何使用報告部門利潤或損失的指標來評估部門績效並決定如何分配資源。該ASU於2023年12月15日後開始的年度期間和2024年12月15日後開始的財政年度內的中期期間生效。採納該ASU應回溯適用於財務報表中呈現的所有過去期間。也可以提前採用。採納該ASU後，我們很可能會包括額外要求的披露。我們目前正在評估該ASU的規定，並將在2024年12月31日結束的年度採用它。
2023年12月，FASB發佈了ASU No.2023-09《關於改進所得稅披露的話題740》（「ASU 2023-09」），將要求公司在其所得稅率調解中披露指定的額外信息，並提供滿足定量門檻的調解項目的額外信息。ASU 2023-09還將要求公司按聯邦、州和外國稅收對其支出的所得稅披露進行分解，針對重要的獨立司法管轄區域，需要進一步分解。ASU 2023-09將於2024年12月15日之後開始的年度期間生效。公司仍在審查ASU 2023-09的影響。管理層認爲，如果目前採納，任何最近發佈但尚未生效的會計準則都不會對公司的簡明綜合財務報表產生實質影響。 所得稅 (主題740): 「所得稅披露的改善」 （ASU 2023-09），該ASU將要求公司在其所得稅率調解中披露指定的額外信息，併爲達到定量門檻的調解項目提供額外信息。ASU 2023-09還要求公司通過聯邦、州和外國稅收對公司支付的所得稅披露進行細分，對於重要的特定司法管轄區域還需要進一步細分。ASU 2023-09將於2024年12月15日後開始的年度期間生效。公司仍在審查ASU 2023-09的影響。我們目前正在評估該ASU的規定，並計劃在2025年12月31日結束的年度採用它。
注3 | 業務合併 |
iDoc Telehealth Solutions, Inc.的收購
2024年6月24日，公司完成了有關DHAC、VSee Lab, Inc.（「VSee Lab」）和iDoc Telehealth Solutions, Inc.（「iDoc」）之間的業務組合。VSee Lab是一家爲美國醫院和企業提供全面遠程醫療平台和軟件服務的公司，而iDoc是一家提供高價值醫院環境中的遠程急性護理和遠程神經危重護理的公司。正如上文所述，業務組合的結束導致了對iDoc的收購，並與DHAC進行了反向資本重組（請參閱 Note 11 Equity for discussion of recapitalization). The acquisition of iDoc is treated for accounting purposes as VSee Lab being the accounting acquirer and iDoc the acquiree. iDoc can complement VSee Lab’s business by leveraging its extensive telehealth platform, and neuro and general critical expertise to treat and monitor acutely ill patients with diseases of the brain, spinal cord, heart, and lungs that often have complicated medical problems and by responding to the need for rapid, effective treatment of emergency patients and the shortage of critical care experts. The Telehealth market today is one characterized by rapid transformation, with major customers and hospital systems looking to build or add capabilities and major legacy competitors looking to shore up historical limitations. The rapid transformation of the telehealth market indicates strong future growth of the market, and its current offerings provide an attractive value proposition to health systems, medical groups, and individual medical practitioners, driving higher market share.
As such, at the Closing of the Business Combination and for accounting purposes, the transaction was treated as if VSee Lab issued (1)
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根據DHAC、iDoc與貸方之間關於在結業時支付iDoc與貸方債務的A&R貸款轉換SPA之一，共(3)
購買考量
以下表格總結了對iDoc收購的購買考量：
| 金額 | ||
$ | | ||
| | ||
| |||
| | ||
| |||
總購買代價 | $ | | |
iDoc總購買考量之初步分配摘要如下：
考慮現金收購後的總購買價格為$ |
| $ | |
資產的估計公允價值： | |||
應收賬款，扣除* | | ||
應收關係方款項 | | ||
應收票據，關聯方 | | ||
預付費用及其他流動資產 | | ||
客戶關係 | | ||
開發出的科技 | | ||
使用權資產 | | ||
使用權資產 | | ||
固定資產 | | ||
總資產收購 | | ||
承擔負債的預估公允價值： | |||
應付帳款、應計費用及其他流動負債 | | ||
信用額度和應付票據 | | ||
租賃負債-營運-相關方 | | ||
租賃負債-營運 | | ||
負債－融資-使用權 | | ||
递延税负债 | | ||
總承擔負債 |
| | |
商譽 | $ | |
* 根據收購日期，總合約應收帳款約為$
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關於iDoc的購買價格分配目前為初步版本，並且會根據有關資產和負債公允價值的額外資訊進行修訂。存在於收購日期時但目前我們尚不知曉的額外資訊，可能會在衡量期的其餘時間內變得為我們所知，該衡量期不得超過收購日期後的12個月。
截至2024年9月30日止三個月和九個月的公司簡明綜合損益表中包括$營業收入。
公司（作為VSee Lab的繼承者，為了會計目的）因iDoc收購而產生與交易相關的交易成本，這些成本在綜合營業收益簡明合併報表中被列為交易費用支出。
關於iDoc收購，公司（作為VSee Lab的繼承者，為了會計目的）承擔了$
iDoc產生的商譽主要與計劃繼續利用規模來進一步發展平台，造福所有利益相關者。商譽並非可用於所得稅目的的扣減項。
購置無形資產
下表展示截至收購日已取得的購買無形資產的詳細資訊：
| 加權平均 |
| 金額 | ||
客戶關係 | $ | | |||
開發出的科技 | | ||||
$ | | ||||
發展了的科技代表iDoc內部開發的流程、方法論、演算法、應用程式、技術平台、軟體程式碼、網站內容、使用者介面、圖形、商標、資料庫和域名的初步估計公平價值。客戶關係代表了與iDoc客戶的基本關係的初步估計公平價值。從iDoc收購中包含的營業收入和淨虧損，視為不重要，包含在了簡明綜合財務報表中。
摘要財務信息
下表中的未經審核的資料財務資訊總結了VSee Health的業務和iDoc的業務的合併結果，假定iDoc的收購已於2023財政年度初完成。截至2024年9月30日和2023年9月30日結束的三個和九個月的資料的資料工程財務資訊，將我們這些時期的結果與iDoc分別於2024年9月30日和2023年9月30日結束的三個和九個月的結果合併。
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下表總結了擬計財務信息：
截至9月30日的三個月 | 截至9月30日的九個月 | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
總營業收入 | $ | | $ | | $ | | $ | | ||||
淨虧損 | $ | ( | $ | ( | $ | ( | $ | ( | ||||
加權平均股份： | ||||||||||||
基本與稀釋 | | | | | ||||||||
每股淨虧損： | ||||||||||||
基本與稀釋 | $ | ( | $ | ( | $ | ( | $ | ( | ||||
本次專業格式財務資訊僅供參考，並不代表如果在2023財政年度開始時進行收購及收購融資的成本會取得的經營結果。上述所示期間的財務資訊包括以下的專業格式調整：
截至九月份的三個月 30, | 截至九月三十日的九個月 | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
無形資產攤薄 | $ | ( | $ | ( | $ | ( | $ | ( | ||||
交易費用 | $ | — | $ | | $ | | $ | | ||||
資本重組
如於業務合併的關閉（以下稱為「關閉」）中所討論，(1) 每一股DHAC普通股重新指定為公司的普通股，面值$
授予VSee股東的股份及期權是根據董事會在與VSee管理層談判中確定的估計價值$
| 股份 | |
DHAC公開股票，扣除贖回後的數量 |
| |
DHAC贊助商關聯股票 |
| |
VSee貸款轉換股票 |
| |
橋接投資者股票 |
| |
其他當前DHAC股東股票 |
| |
VSee公司在業務合併中發行的股票 |
| |
iDoc公司在業務合併中發行的股票 |
| |
在業務合併後立即發行的公司普通股總數 |
| |
29
出於會計目的，由於業務合併被視為VSee Lab和DHAC之間的反向合併，因此被記錄為反向資本重組，
現金 - trust 和現金 |
| $ | |
負債承擔 | |||
應計費用 | ( | ||
因贊助商 | ( | ||
交換票據 | ( | ||
ELOC | ( | ||
附加橋樑備忘錄 | ( | ||
關係方票據 | ( | ||
本票 - SCS Capital Partners LLC | ( | ||
遞延承銷費用應付款 | ( | ||
承諾票據 - 延展票據 | ( | ||
延展票據 - 嵌入衍生工具 | ( | ||
總承擔負債 | ( | ||
所承擔的淨負債 | $ | ( |
附註4 | 固定資產 |
固定資產的元件總結如下：
| 2024年9月30日 |
| 2023年12月31日 | |||
辦公設備 | $ | | $ | | ||
醫療設備 |
| |
| | ||
傢具 |
| |
| — | ||
租賃設備 | | — | ||||
租賃改良 |
| |
| — | ||
| |
| | |||
減：累積折舊 |
| ( |
| ( | ||
固定資產，扣除累計折舊和攤銷 | $ | | $ | | ||
該公司（作為VSee Lab在會計上的繼承者）在截至2024年9月30日和2023年9月30日的三個月期間記錄了$
由於於2024年6月24日完成業務合併而收購iDoc（見 附註3 業務合併），公司按公允價值收購了$
30
Note 5 | 租賃 |
營運租賃
由於於2024年6月24日完成業務合併而收購iDoc（見 附註3 業務合併公司在iDoc下承擔了以下經營租賃。 iDoc在麻薩諸塞州波士頓租用辦公空間（“麻薩諸塞租約”），德克薩斯州休斯頓租約（“德克薩斯租約”）以及德克薩斯州休斯頓租約（“新休斯頓租約”）。 iDoc在2023年9月1日開始了新的麻薩諸塞租約，到2028年8月31日結束。 德克薩斯租約於2022年2月1日續租，並於2024年7月終止，最初的終止日期為2027年1月31日。 由於終止，一個相關方使用權資產為$
由於收購行動，營運租賃使用權資產和負債經重新評估，並於收購日期確認為未來租賃支付金額的現值。用於決定現值的利率是公司的借款利率，範圍從
以下為營運使用權資產摘要：
| 2024年9月30日 |
| 2023年12月31日 | |||
辦公室租賃 | $ | | $ | — | ||
減：已提撥攤提 |
| ( |
| — | ||
淨使用權資產 | $ | | $ | — | ||
營運租賃負債摘要如下:
| 2024年9月30日 |
| 2023年12月31日 | |||
辦公室租賃 | $ | | $ | — | ||
減：當期部分 |
| ( |
| — | ||
長期部分 | $ | | $ | — | ||
截至2024年9月30日和2023年12月31日，我們的投資證券回購協議分別達到$
根據營業租賃協議，未來的最低租金支付如下：
| 總計 | ||
截至2024年12月31日的年度 | $ | | |
截至2025年12月31日的年度 |
| | |
截至2026年12月31日的年度 |
| | |
截至2027年12月31日 |
| | |
截至2028年12月31日 |
| | |
未來最低租金支付總額 |
| | |
減：推算利息 |
| ( | |
支付現值 | $ | | |
2024年9月30日結束的三個月和九個月期間，與公司營運租賃相關的支出包括在簡明綜合財務報表的一般和行政費用中
31
of operations, are set forth below. The Company had no operating lease payments during the three and nine months ended September 30, 2023.
September 30, 2024 | September 30, 2023 | |||||
Operating lease expense | $ | | $ | — | ||
Total operating lease expense | $ | $ | — | |||
For the Nine Months Ended | ||||||
September 30, 2024 | September 30, 2023 | |||||
Operating lease expense | $ | | $ | — | ||
Total operating lease expense | $ | $ | — | |||
The weighted average remaining lease term and the weighted average discount rate on the operating leases are set forth below.
| September 30, 2024 |
| December 31, 2023 | ||
Weighted average remaining lease term |
| years | years | ||
Weighted average discount rate |
| | % | — | % |
Finance Leases
As a result of the acquisition of iDoc due to closing of the Business Combination on June 24, 2024 (see Note 3 Business Combination), the Company assumed the following finance leases under iDoc. Commencing during the year ended December 31, 2022, iDoc leased office equipment under
Finance right-of-use assets are summarized below:
| September 30, 2024 |
| December 31, 2023 | |||
Equipment lease | $ | | $ | — | ||
Less: Accumulated amortization |
| ( |
| — | ||
Leased equipment, net | $ | | $ | — | ||
Finance lease liabilities are summarized below:
| September 30, 2024 |
| December 31, 2023 | |||
Equipment lease | $ | | $ | — | ||
| ( |
| — | |||
$ | | $ | — | |||
As of September 30, 2024 and December 31, 2023, $
Expenses incurred with respect to the Company’s finance leases during the three and nine months ended September 30, 2024, which are included in the condensed consolidated statements of operations, are set forth below.
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For the Three Months Ended September 30, | ||||||
| 2024 |
| 2023 | |||
Finance lease asset amortization | $ | | $ | — | ||
Finance lease interest | $ | | $ | — | ||
For the Nine Months Ended September 30, | ||||||
| 2024 |
| 2023 | |||
Finance lease asset amortization | $ | | $ | — | ||
Finance lease interest | $ | | $ | — | ||
Future minimum payments under the finance lease are as follows:
| Total | ||
Year ending December 31, 2024 | $ | | |
Year ending December 31, 2025 |
| | |
Year ending December 31, 2026 |
| | |
Total future minimum lease payments |
| | |
Less imputed interest |
| ( | |
Present value of payments | $ | | |
The weighted average remaining lease term and the weighted average discount rate on the finance leases are set forth below.
| September 30, 2024 |
| December 31, 2023 |
| |
Weighted average remaining lease term |
| years | years | ||
Weighted average discount rate |
| | % | — | % |
Note 6Factoring Payable
As a result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the following factoring payable liabilities from iDoc (see further Note 3 Business Combination). Except as specifically set forth below, the factoring purchase agreements are not collateralized by a general security agreement over iDoc’s personal property and interests.
33
Note 7Line of Credit and Notes Payable, Net of Discount
The following is a summary of the notes payable as of September 30, 2024 and December 31, 2023:
Notes payable, net of discount |
| September 30, 2024 |
| December 31, 2023 | ||
Note payable issued November 29, 2021 | $ | | $ | — | ||
Note payable issued December 1, 2021 |
| |
| — | ||
Note payable issued January 12, 2023 | — | | ||||
Note payable issued August 18, 2023 |
| |
| — | ||
Note payable issued November 13, 2023 |
| |
| — | ||
Note payable issued January 14, 2024 |
| |
| — | ||
Total notes payable |
| |
| | ||
Less: Current portion |
| ( |
| ( | ||
Less: Fair value adjustment for debt | ( | — | ||||
Total notes payable, net of current portion | $ | | $ | — | ||
Required principal payments under the Company’s notes payable are as follows:
Year Ending December 31, 2024 |
| $ | |
Year Ending December 31, 2025 |
| | |
Year Ending December 31, 2026 |
| | |
Year Ending December 31, 2027 |
| | |
Year Ending December 31, 2028 |
| | |
Thereafter |
| | |
Total | $ | |
Description of Notes Payable
As a result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the following outstanding notes payable liabilities from iDoc (see further Note 3 Business Combination).
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35
Furthermore, on January 12, 2023, VSee Lab received a
Line of Credit
On November 29, 2021, iDoc received a revolving line of credit from the same bank that issued the $
As a result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the revolving line of credit. As of September 30, 2024, the Company had an outstanding balance of $
Loan Conversions
On November 21, 2023, DHAC, VSee Lab, and/or iDoc, as applicable, entered into Securities Purchase Agreements (the “Conversion SPAs”), certain of which were further amended and restated on February 13, 2024 (the “A&R Loan Conversion SPAs”) with various lenders of each of DHAC, VSee Lab and iDoc, pursuant to which certain indebtedness owed by DHAC, VSee Lab and iDoc would be converted into shares of Series A Preferred Stock pursuant to the Conversion SPAs or shares of Common Stock of the Company pursuant to the A&R Loan Conversion SPAs at the Closing of the Business Combination as further described and set forth below.
| ● | On November 21, 2023, DHAC and VSee Lab entered into a Conversion SPA with Whacky Ventures LLC (“Whacky”), pursuant to which certain loans incurred by VSee Lab to Whacky in the aggregate amount of $ |
| ● | On November 1, 2023, DHAC and iDoc, entered into a Conversion SPA with Mark E. Munro Charitable Remainder Unitrust (“Munro Trust”) , pursuant to which certain loans incurred by iDoc to Munro Trust in the aggregate amount of $ |
| ● | On November 21, 2023 and as further amended and restated on February 13, 2024, DHAC, VSee Lab and the Bridge Investor, entered into an A&R Loan Conversion SPA, pursuant to which certain loans incurred by VSee Lab to the Bridge Investor in the aggregate amount of $ |
36
| 在業務組合結束時，Health Common Stock將發行給橋樑投資者。 |
| ● | 2023年11月21日以及2024年2月13日進一步修改並重新規定，DHAC、iDoc和Tidewater Ventures, LLC（「Tidewater」）簽署了A&R貸款轉換SPA，根據該協議，iDoc向Tidewater承擔的某些貸款總額爲 $ |
| ● | 於2023年11月21日並於2024年2月13日進一步修訂並重新規定，DHAC、iDoc和橋樑投資者簽署了一份A&R貸款轉換SPA，根據該協議，iDoc向橋樑投資者已發生的某些貸款總額爲 $ |
交換票據和交易融資
出於會計目的，公司（作爲VSee Lab的會計目的的繼任者）於2024年6月24日通過與DHAC的反向併購而收購和承擔了交換票據。
與2022年10月5日DHAC、VSee Lab、iDoc和橋樑投資者之間關於證券購買協議（「原始橋樑SPA」）有關，DHAC、VSee Lab和iDoc各向橋樑投資者發行
交換票據的利率爲每年%
義務的貨幣金額是在最初確定的固定貨幣金額，由攤銷計劃表2(a)代表（每個「攤銷支付」）。根據第2(a)條的規定，交換票據代表着公司必須或可以通過發行其股票的可變數量來清償的債務工具，每個攤銷支付應由公司選擇性地全部或部分以立即可用的美元支付，金額等於攤銷支付計劃2(a)中規定的金額，或者在公司在該攤銷支付日期遵守股權條件的情況下，以發行的普通股支付
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在之前的十個交易日中的VWAP（加權平均委託價格）
《交易所證券》代表着通過交付變動數量的具有當時公允價值等於票據本金加上應計未付利息的普通股化債務，公司可能需要通過交付此債務工具進行結算。因此，《交易所證券》需要按照ASC 480作爲負債進行覈算。根據ASC 480的要求，負債將在每個報告期重新以公允價值計量，負債公允價值的變動將確認爲收入。
由於業務組合，2024年6月24日Exchange Note的公允價值爲$
2024年8月8日，交易所票據的未償本金$被轉換爲
額外的橋樑融資
爲了會計目的，公司（作爲繼承人VSee Lab的會計目的）於2024年6月24日通過與DHAC進行的反向併購而獲得並承擔了某些額外的橋樑票據。
2023年11月21日，DHAC、VSee Lab和iDoc就原始橋樑股票購買協議（「橋樑修正案」）達成協議，橋樑投資者同意購買額外的總本金爲$的期票。
The monetary amount of the obligation is a fixed monetary amount known at inception as represented by the Amortization of Principal Schedule 2(a) (each, an 「Amortization Payment」). As a result of Section 2(a), each Additional Bridge Note represents a debt instrument that the Company must or may settle by issuing a variable number of its equity shares as each Amortization Payment shall, at the option of the Company, be made in whole or in part, in immediately available Dollars equal to the sum of the Amortization Payment provided for in Schedule 2(a), or, subject to the Company complying with the Equity Conditions on the date of such Amortization Payment, in Common Stock issued at
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The Additional Bridge Notes represent share-settled debt that requires or may require the Company to settle the debt instrument by delivering a variable number of shares with a then-current fair value equal to the principal amount of the note plus accrued and unpaid interest. As a result, the Additional Bridge Notes are required to be accounted for as a liability under ASC 480. As required under ASC 480, the liability will be re-measured at fair value at each reporting period with the changes in the fair value of the liability recognized in earnings.
As a result of the Business Combination, the fair value of the Additional Bridge Notes on June 24, 2024 was $
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on November 22, 2023, DHAC entered into an equity purchase agreement (the “Equity Purchase Agreement”) with the Bridge Investor on November 21, 2023. Pursuant to the Equity Purchase Agreement, DHAC agreed to issue to the investor, as a commitment fee for this equity purchase transaction, a senior unsecured note in a principal amount of $
On August 2, 2024, holders of the Additional Bridge Notes converted an aggregate $
Extension Note (Extension Financing)
For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed certain Extension Note due to the reverse merger with DHAC on June 24, 2024. The Extension Note was paid off in full by the Company in June 2024 and was no longer outstanding as of September 30, 2024.
On May 5, 2023, DHAC entered into a securities purchase agreement (the “Extension Purchase Agreement”) with an institutional investor (the “Holder”). Pursuant to the Extension Purchase Agreement, the Company issued the Holder a
The Company reviewed the Extension Warrants and Extension Shares issued in connection with the Extension Purchase Agreement under ASC 815 and concluded that the Extension Warrants are not in scope of ASC 480 and are not subject to the Derivative guidance under ASC 815. The Extension Warrants and the Extension Shares should be recorded as equity. As such the principal value of the Extension Note was allocated using the relative fair value basis of all three instruments. As the Extension Warrants were issued with various instruments, the purchase price needs to be allocated using the relative fair value method (i.e., warrant at its fair value and the common stock at its fair value the promissory note at its principal value allocated using the relative fair value of the proceeds received and applied proportionally to the equity classified stock, warrants and promissory note).
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The Company reviewed the contingent early repayment option granted in the Extension Note under ASC 815 and concluded that as a result of the significant discount granted in the note the contingent repayment provision is therefore considered an embedded derivative that should be bifurcated from the debt host. Accordingly, in accordance with ASC 470-20, the Company allocated the Extension Note proceeds between the Extension Note and the Bifurcated Derivative, using the residual method by allocating the principal first to fair value of the embedded derivative and then to the debt. Accordingly, the fair value of the embedded derivative at June 24, 2024 was $
Quantum Financing Purchase Agreement
On November 21, 2023, DHAC entered into a convertible note purchase agreement (the “Quantum Purchase Agreement”), pursuant to which an institutional and accredited investor (the “Quantum Investor”) subscribed for and purchased, and DHAC would issue and sell to the Quantum Investor, at the Closing of the Business Combination, a
The Quantum Convertible Note was issued and sold to the Quantum Investor subsequent to the Closing of the Business Combination on June 25, 2024. The Quantum Convertible Note was further amended on July 3, 2024, whereby the maturity date of the Quantum Convertible Note was changed from June 25, 2025 to June 30, 2026, and that
On June 25, 2024, $
On July 3, 2024, the Company and the Quantum Investor agreed to modify certain terms of the Quantum Convertible Note. The modifications included the extension of the maturity date from June 25, 2025, to June 30, 2026, and an interest guarantee whereby the Quantum Investor would receive
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ELOC / Equity Financing
For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed an equity line of credit due to the reverse merger with DHAC and iDoc on June 24, 2024.
On November 21, 2023, DHAC entered into an equity line of credit purchase agreement (the “ELOC Purchase Agreement”) with the Bridge Investor pursuant to which DHAC may sell and issue to the Bridge Investor, and the Bridge Investor is obligated to purchase from DHAC, up to $
In connection with the Bridge Investor’s commitment to enter into the ELOC transaction, pursuant to the ELOC Purchase Agreement, the Company agreed to issue a convertible note in a principal amount of $
The Company has analyzed the ELOC Purchase Agreement and determined that the contract should be recorded as a liability under ASC 815 and measured at fair value. As a result of the ASC 815 liability classification, the Company is required to re-measure the liability at fair value at each reporting period until the liability is settled.
The Company has determined that the fair value of the ELOC Purchase Agreement is based upon management’s expected usage of the facility. The contract provides no scenario in which the Company may exercise the contract at above market rates (i.e., sell shares at a price above which the shares are currently trading in the active market except that when the Company’s per share stock price drops below $
ELOC Commitment Fee Note
On July 2, 2024, the Company issued and sold to the Bridge Investor a senior unsecured note in a principal amount of $
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or the value of the conversion shares issuable multiplied by the highest closing price for the Company’s common stock during the period from the event of default to conversion.
The Company elected to account for the ELOC Commitment Fee Note at fair value under the fair value option, and estimated its fair value to be $
On September 30, 2024, the Company and the Bridge Investor mutually agreed to extend the maturity date of the ELOC Commitment Fee Note from September 23, 2024, to December 31, 2024. The Company accounted for the extension of the maturity date as an extinguishment. The Company recorded a gain on extinguishment of $
As of September 30, 2024, the Company estimated the fair value of the ELOC Commitment Fee Note as $
September 2024 Note
On September 30, 2024, the Company entered into a securities purchase agreement (the “September 2024 SPA”) with an accredited and institutional investor, pursuant to which the Company issued and sold to the investor promissory notes for an aggregate principal amount of $
The September 2024 Convertible Note is convertible into shares of the Company’s common stock at any time at an initial fixed conversion price of $
The September 2024 Convertible Note is secured by substantially all of the Company’s assets and includes certain covenants which restrict the Company’s ability to enter into certain agreements or transactions without the lender’s consent.
In connection with the September 2024 SPA and Convertible Note, the Company also issued a warrant to the investor to purchase up to
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investor as additional consideration for entering into the September 2024 SPA and related agreements, which were also classified in stockholders’ equity upon issuance.
The Company also incurred approximately $
After analyzing the terms of the September 2024 Convertible Note and its embedded features, the Company elected to account for the September 2024 Convertible Note at fair value under the allowable fair value option election. As such, the Company initially recognized the September 2024 Convertible Note at its fair value and will subsequently measure the note at fair value with changes in fair value recorded in current period earnings (or other comprehensive income, if specific to Company credit risk). The Company initially recorded the September 2024 Convertible Note at its estimated issuance date fair value of $
Underwriters’ Agreement
For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed liabilities under certain underwriting agreement between DHAC and Alliance Global Partners (“A.G.P.”) dated November 3, 2021 (the “Underwriting Agreement”) due to the reverse merger with DHAC on June 24, 2024.
In connection with the $
The Company reviewed the Series A Preferred Stock under ASC 480 and ASC 815 and concluded that Series A Preferred Stock did not include any elements that would preclude them from equity treatment and therefore are not subject to the liability treatment under ASC 480 or derivative guidance under ASC 815.
Simple Agreement for Future Equity
On August 1, 2023, VSee Lab entered into a Simple Agreement for Future Equity (“SAFE”) with a purchase price of $
At the closing of the Business Combination on June 24, 2024, VSee Lab converted the obligation under the SAFE Agreement valued at $
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price of $
Encompass Purchase Liability
As a result of the acquisition of iDoc and at the closing of the Business Combination on June 24, 2024, the Company assumed the principal balance on an acquisition purchase. On January 1, 2022, iDoc acquired
Note 8 | Related Party |
Related Party Transactions by VSee Lab
Notwithstanding the legal form of the business combination pursuant to the Business Combination Agreement, since the Business Combination was accounted for as a reverse recapitalization between VSee Lab and DHAC, and VSee Lab as the accounting acquirer and iDoc as the accounting acquiree and the historical comparative financial information prior to June 24, 2024 as presented in this quarterly report is that of VSee Lab, the following related party transactions incurred by VSee Lab were reported hereby.
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Related Party Transactions by iDoc
For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the following related party transactions incurred by iDoc due to acquisition of iDoc on June 24, 2024 (see further Note 3 Business Combination).
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Related Party Transactions by VSee Health (f/k/a DHAC)
For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the following related party transactions incurred by DHAC due to the reverse merger with DHAC on June 24, 2024 (see further Note 11 Equity).
| (1). | On October 24, 2022, DHAC issued and sold an unsecured promissory note in the aggregate principal amount of $ |
| (2). | On February 2, 2023, SCS Capital Partners LLC, a Sponsor affiliate issued a $ |
| (3). | SCS, LLC, as the administrator of DHAC, incurred monthly office management and other operating expenses since the inception of DHAC. As of November 21, 2023, a total of $ |
| (4). | On November 21, 2023, DHAC entered into a convertible note purchase agreement, pursuant to which an institutional and accredited investor, the Quantum Investor, subscribed for and purchased, and the Company issued and sold to the Quantum Investor, after the Closing of the Business Combination on June 25, 2024 and as further amended on July 3, 2024, a |
| (5). | On June 21, 2024, we entered into a Consulting Services Agreement with SCS, LLC (“SCS”), who is an affiliate of our Sponsor, pursuant to which we shall pay SCS $ |
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| (6). | On June 24, 2024, DHAC owed the Sponsor and certain Sponsor affiliates $ |
| (7). | On November 8, 2024, the Sponsor affiliate, SCS and the Company executed a securities purchase agreement whereby certain working capital funds advanced by SCS in the aggregate amount of $ |
Note 9 | Commitments, Contingencies, and Concentration Risk |
Litigation
We are currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights.
Depending on the nature of the proceeding, claim, or investigation, we may be subject to settlement awards, monetary damage awards, fines, penalties, or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect the Company’s business, results of operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, the Company believes based on its current knowledge that the resolution of the sole pending matter will not, either individually or in the aggregate, have a material adverse effect on the business, results of operations, cash flows or financial condition.
On July 25, 2024, the Company was notified of a lawsuit filed against it. The plaintiffs’ claims arose out of an alleged breach of contract and unjust enrichment. The plaintiffs are seeking payment under the promissory notes, payments related to the breach of the Encompass Purchase Agreement, prejudgment and post judgment interest, and reasonable attorneys’ fees. In response to this lawsuit, the Company, through its attorney, denied all allegations of breach of contract and unjust enrichment, and filed a counterclaim seeking breach of contract on the part of plaintiffs for failure to pay amounts owed to Encompass for services it rendered to plaintiffs, and breach of contract for failure to pay a corporate credit card bill, promissory estoppel, and unjust enrichment. The lawsuit is currently pending in federal court before the US District Court for the District of Colorado. The parties began engaging in settlement discussions shortly after the complaint was served and are still actively engaged in such discussions.
As of September 30, 2024, the Company determined that the range of loss cannot be reasonably estimated, and no reserve was established for the contingency.
Contingencies
VSee Lab has a reseller agreement for total commitment of $
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Lab for accounting purposes) made payments and other adjustments of $
For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the following commitments by iDoc due to the reverse merger with DHAC and iDoc on June 24, 2024 (see further Note 3 Business Combination).
VSee Health, Inc. Incentive Plan
DHAC approved and adopted the VSee Health, Inc. 2024 Equity Incentive Plan (the “Incentive Plan”) to be effective as of one day prior to the closing Business Combination. The Incentive Plan provides for an initial share reserve equal
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to
Indemnities
The Company generally indemnifies its customers for the services it provides under its contracts and other specified liabilities, which may subject the Company to indemnity claims, liabilities, and related litigation. As of September 30, 2024 and December 31, 2023, the Company was unaware of any material asserted or unasserted claims concerning these indemnity obligations.
Concentrations of Credit Risk
Financial instruments potentially subject the Company to credit risk concentrations consisting of cash and cash equivalents and trade accounts receivables. The Company maintains all its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation. At times, cash deposits may exceed federally insured limits. Any loss incurred or lack of access to such funds could have an adverse impact on the Company’s financial condition, results of operations, and cash flows.
Major Customer Concentration
The Company had no single customer concentration with over 10% or more of the Company’s total receivable as of September 30, 2024. The Company had
The Company had
Major Vendor Concentration
The Company had one vendor whose accounts payable and accrued liabilities represented
Note 10 | Income Taxes |
The Company established a full valuation allowance for all periods presented due to the uncertainty of realizing future tax benefits from its net operating loss carry-forwards and other deferred tax assets. As of September 30, 2024 and December 31, 2023, the Company has a valuation allowance of $
The Company evaluates and updates the estimated annual effective income tax rate on a quarterly basis based on current and forecasted operating results and tax laws. Consequently, based upon the mix and timing of the Company’s actual earnings compared to annual projections, the effective tax rate may vary quarterly and may make quarterly comparisons not meaningful. The quarterly income tax provision is generally comprised of tax expense on income or benefit on loss at the most recent estimated annual effective tax rate. The tax effect of discrete items is recognized in the period in which they occur at the applicable statutory rate.
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For the three and nine months ended September 30, 2024, the Company recorded income tax benefit of $
For the three and nine months ended September 30, 2023, the Company (as the successor of VSee Lab for accounting purposes) recorded income tax benefit of $
Note 11 | Equity |
Preferred Stock
The Company has Series A Convertible Preferred Stock (“Series A Preferred”) outstanding. The Company has
Series A Preferred Stock
The Series A Preferred has the following rights and privileges:
Voting – Series A preferred stockholders are permitted to vote with the same voting rights as common stockholders in any actions to be taken by the stockholders of the Corporation, including any action with respect to the election of directors to the Board of Directors of the Corporation. With respect to any vote with the class of Common Stock, each Preferred Share shall entitle the holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible (subject to the ownership limitations specified
Dividend – Series A preferred stockholders shall be entitled to receive cumulative participating dividends when and if declared. Dividends are prior and in preference to any declaration or payment of any dividend to the common stockholders of the Company.
Liquidation – In the event of a Liquidation Event, the Holders shall be entitled to receive in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders (the “Liquidation Funds”), before any amount shall be paid to the holders of any of shares of Junior Stock, but junior with respect to any Senior Preferred Stock then outstanding, an amount per Preferred Share equal to the amount per share such Holder would receive if such Holder converted such Preferred Share into Common Stock immediately prior to the date of such payment.
Conversion – Series A preferred stock is convertible into common stock at the option of the holder, at the initial rate of $
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transaction that proportionately decreases or increases the Common Stock during such Alternate Conversion Measuring Period.
Common Stock
The Company is authorized to issue
In June 2024, the Company entered into a consulting agreement with a third party, under which it agreed to an initial issuance of $
In August 2024, the holders of the Additional Bridge Notes converted an aggregate $
In August 2024, the Company issued
In August 2024, the Company issued
In September 2024, the Company issued
As of September 30, 2024 and December 31, 2023, there were
Voting Rights – Each holder of Common Stock is entitled to
Dividend Rights – Subject to preferences that may be applicable to any outstanding Preferred Stock, the holders of shares of Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board out of funds legally available for such purposes.
Liquidation Rights – In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, the holders of Common Stock are entitled to share ratably in all assets remaining after payment
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of the Company’s debts and other liabilities, subject to prior distribution rights of Preferred Stock or any class or series of stock having a preference over the Common Stock, then outstanding, if any.
Other Rights – The holders of Common Stock have no pre-emptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of holders of the Common Stock will be subject to those of the holders of any shares of the Preferred Stock that the Company may issue in the future.
Stock Options
In June 2024, the DHAC board of directors and stockholders approved the VSee Health, Inc. 2024 Equity Incentive Plan (the “2024 Plan”). There are currently
The 2024 Plan provides for the grant of stock options, including options that are intended to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code, as well as non-qualified stock options. Each award is set forth in a separate agreement with the person who received the award which indicates the type, terms and conditions of the award.
Weighted | ||||||||||
Weighted | Average | |||||||||
Average | Remaining | Aggregate | ||||||||
Number of | Exercise | Life | Intrinsic | |||||||
| Options |
| Price |
| In Years |
| Value | |||
Outstanding, December 31, 2023 | — | $ | — | $ | — | |||||
Outstanding, September 30, 2024 | | $ | | $ | — | |||||
Exercisable, September 30, 2024 | | $ | | $ | — | |||||
Intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the common stock for the options that had exercise prices that were lower than the per share fair value of the common stock on the related measurement date.
In accordance with ASC 718,
| As of |
| ||
| June 24, 2024 | |||
Stock Price | $ | |
| |
Exercise Price | $ | |
| |
Volatility |
| | % | |
Risk-free rate of return |
| | % | |
Expected term (in years) |
| years | ||
As of September 30, 2024, unrecognized compensation cost related to the unvested options granted was approximately $
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compensation expense of $
Note 12Warrants
DHAC Assumed Warrants
The Company has analyzed the Public Warrants, private warrants, Bridge Warrants (as defined below) the Extension Warrants (as defined below) and the September 2024 Warrants (as defined below) and determined they are considered to be freestanding instruments and do not exhibit any of the characteristics in ASC 480 and therefore are not classified as liabilities under ASC 480. The warrants meet all of the requirements for equity classification under ASC 815 and therefore are classified in equity. Below is a summary of the Warrants Outstanding.
| Public |
| Private |
| Bridge |
| Extension |
| September 2024 Warrants | Total | ||
Outstanding, December 31, 2023 | — | — | — | — | — | — | ||||||
Assumed at June 24, 2024 | | | | | — | | ||||||
Issued | — | — | — | — | | | ||||||
Exercised | — | — | — | — | — | — | ||||||
Outstanding, September 30, 2024 | | | | | | | ||||||
Exercisable, September 30, 2024 | | | | | | | ||||||
Weighted Average Exercise Price | | | | | | | ||||||
Weighted Average Remaining Life in Years |
Public and Private Warrants
There are
However, no warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following the consummation of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the shares of common stock for the
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The Private Placement Warrants are identical to the warrants underlying the units in the Initial Public Offering. The Company may call the warrants for redemption, in whole and not in part, at a price of $
| ● | at any time after the warrants become exercisable; |
| ● | upon not less than |
| ● | if, and only if, the reported last sale price of the shares of common stock equals or exceeds $ |
| ● | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. |
The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.
The redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of the redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.
If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of common stock for the
The warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision or to make any other change that does not adversely affect the interests of the registered holders. For any other change, the warrant agreement requires the approval by the holders of at least a majority of the then outstanding public warrants if such amendment is undertaken prior to or in connection with the consummation of a business combination or at least a majority of the then outstanding warrants if the amendment is undertaken after the consummation of a business combination.
The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices. If (x) the Company issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial business combination at an issue price or effective issue price of less than $
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executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to the Company, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to
Warrant holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of
Bridge Warrants
In connection with the closing of the Business Combination, for accounting purposes, it was treated that the Company also assumed the Bridge Warrants which were outstanding with DHAC. On October 6, 2022,
During the term the Bridge Warrants are exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of the Bridge Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of the Bridge Warrants. All shares that may be issued upon the exercise of rights represented by the Bridge Warrants and payment of the Exercise Price will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified in the Bridge Warrants). Prior to the Expiration Date, the Exercise Price and the number of shares of Common Stock purchasable upon the exercise of the Bridge Warrants are subject to adjustment from time to time upon the occurrence of any of the following events:
(a) | In the event that the Company shall at any time after the date of issuance of the Bridge Warrants (i) declare a dividend on Common Stock in shares or other securities of the Company, (ii) split or subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares or other securities of the Company, then, in each such event, the Exercise Price in effect at the time shall be adjusted so that the holder shall be entitled to receive the kind and number of such shares or other securities of the Company which the holder would have owned or have been entitled to receive after the happening of any of the events described above had such Bridge Warrant been exercised immediately prior to the happening of such event (or any record date with respect thereto). |
(b) | No adjustment in the number of shares of Common Stock receivable upon exercise of the Bridge Warrant shall be required unless such adjustment would require an increase or decrease of at least |
(c) | If at any time, as a result of an adjustment, the holder of any Bridge Warrant thereafter exercised shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Bridge Warrant shall be subject to adjustment from time to time |
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in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock receivable upon execution of the Bridge Warrant.
(d) | Whenever the Exercise Price payable upon exercise of each Bridge Warrant is adjusted, the Warrant Shares shall be adjusted by multiplying the number of shares of Common Stock receivable upon execution of the Bridge Warrant immediately prior to such adjustment by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment, and the denominator of which shall be the Exercise Price as adjusted. |
(e) | In the event of any capital reorganization of the Company, or of any reclassification of the Common Stock, or in case of the consolidation of the Company with or the merger of the Company with or into any other corporation or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other corporation, each Bridge Warrant shall, after such capital reorganization, reclassification of Common Stock, consolidation, merger or sale, and in lieu of being exercisable for shares of Common Stock of the Company, be exercisable, upon the terms and conditions specified in the Bridge Warrant, for the number of shares of stock or other securities or assets to which holder of the number of shares of Common Stock purchasable upon exercisable of such Bridge Warrant immediately prior to such capital organization, reclassification of Common Stock, consolidation, merger or sale would have been entitled upon such capital organization, reclassification of Common Stock, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to holder of each Bridge Warrant the shares of stock, securities or assets to which, in accordance with the foregoing provisions, such holder may be entitled and all other obligations of the Company under the Bridge Warrant. |
(f) | If the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, options or convertible securities (any such securities, “Variable Price Securities”) after the issuance of the Bridge Warrants that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall provide notice thereof to the holder on the date of such agreement and the issuance of such convertible securities or options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the Exercise Price upon exercise of the Bridge Warrant by designating in the exercise form delivered upon any exercise of the Bridge Warrant that solely for purposes of such exercise the holder is relying on the Variable Price rather than the Exercise Price then in effect. |
(g) | In case any event shall occur as to which the other provisions above are not strictly applicable or the failure to make any adjustment would result in an unfair enlargement or dilution of the purchase rights represented by the Bridge Warrants in accordance with the essential intent and principles hereof, then, in each such case, the independent auditors of the Company shall give an opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles above, necessary to preserve, without enlargement or dilution, the purchase rights presented by the Bridge Warrants. Upon receipt of such opinion, the Company shall promptly make the adjustment described therein. |
The Bridge Warrants are governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law. The Company and the holders of the Bridge Warrants consent to the exclusive jurisdiction of the federal courts of the United States sitting in Delaware.
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Extension Warrants
In connection with the closing of the Business Combination the Company also assumed the Extension Warrants which were outstanding with DHAC. On May 5, 2023, the Company issued
During the term, the May 2023 Warrants are exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of the May 2023 Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of the Extension Warrants. All shares that may be issued upon the exercise of rights represented by the Extension Warrants and payment of the exercise price will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified in the Extension Warrants). Prior to the Expiration Date, the exercise price and the number of shares of Common Stock purchasable upon the exercise of the Extension Warrants are subject to adjustment from time to time upon the occurrence of any of the following events:
(a) | In the event that the Company shall at any time after the date of issuance of the Extension Warrants (i) declare a dividend on Common Stock in shares or other securities of the Company, (ii) split or subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, or (iv) issue by reclassification of its Common Stock any shares or other securities of the Company, then, in each such event, the exercise price in effect at the time shall be adjusted so that the holder shall be entitled to receive the kind and number of such shares or other securities of the Company which the holder would have owned or have been entitled to receive after the happening of any of the events described above had such Extension Note Warrant been exercised immediately prior to the happening of such event (or any record date with respect thereto). |
(b) | No adjustment in the number of shares of Common Stock receivable upon exercise of the Extension Warrants shall be required unless such adjustment would require an increase or decrease of at least |
(c) | If at any time, as a result of an adjustment, the holder of any Extension Note Warrant thereafter exercised shall become entitled to receive any shares of the Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Extension Note Warrant shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Common Stock receivable upon execution of the Extension Warrant. |
(d) | Whenever the exercise price payable upon exercise of each Extension Warrant is adjusted, the Extension Warrant shares shall be adjusted by multiplying the number of shares of Common Stock receivable upon execution of the Extension Warrant immediately prior to such adjustment by a fraction, the numerator of which shall be the exercise price in effect immediately prior to such adjustment, and the denominator of which shall be the exercise price as adjusted. |
(e) | In the event of any capital reorganization of the Company, or of any reclassification of the Common Stock, or in case of the consolidation of the Company with or the merger of the Company with or into any other corporation or of the sale of the properties and assets of the Company as, or substantially as, an entirety to any other corporation, each Extension Warrant shall, after such capital reorganization, reclassification of Common Stock, consolidation, merger or sale, and in lieu of being exercisable for shares of Common Stock of the Company, be |
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exercisable, upon the terms and conditions specified in the Extension Warrant, for the number of shares of stock or other securities or assets to which holder of the number of shares of Common Stock purchasable upon exercisable of such Extension Warrant immediately prior to such capital organization, reclassification of Common Stock, consolidation, merger or sale would have been entitled upon such capital organization, reclassification of Common Stock, consolidation, merger or sale. The Company shall not effect any such consolidation, merger or sale, unless prior to or simultaneously with the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets or the appropriate corporation or entity shall assume, by written instrument, the obligation to deliver to holder of each Extension Warrant the shares of stock, securities or assets to which, in accordance with the foregoing provisions, such holder may be entitled and all other obligations of the Company under the Extension Warrant.
(f) | If the Company in any manner issues or sells or enters into any agreement to issue or sell, any Common Stock, options or convertible securities (any such securities, “Variable Price Securities”) after the issuance of the Extension Warrants that are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price which varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed price, but exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations, share dividends and similar transactions) (each of the formulations for such variable price being herein referred to as, the “Variable Price”), the Company shall provide notice thereof to the holder on the date of such agreement and the issuance of such convertible securities or options. From and after the date the Company enters into such agreement or issues any such Variable Price Securities, the holder shall have the right, but not the obligation, in its sole discretion to substitute the Variable Price for the exercise price upon exercise of the Extension Warrant by designating in the exercise form delivered upon any exercise of the Extension Warrant that solely for purposes of such exercise the holder is relying on the Variable Price rather than the exercise price then in effect. |
(g) | In case any event shall occur as to which the other provisions above are not strictly applicable or the failure to make any adjustment would result in an unfair enlargement or dilution of the purchase rights represented by the Extension Warrants in accordance with the essential intent and principles hereof, then, in each such case, the independent auditors of the Company shall give an opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles above, necessary to preserve, without enlargement or dilution, the purchase rights presented by the Extension Warrants. Upon receipt of such opinion, the Company shall promptly make the adjustment described therein. |
The Extension Warrants are governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law. The Company and the holders of the Extension Warrants consent to the exclusive jurisdiction of the federal courts of the United States sitting in Delaware.
September 2024 Warrants
On September 30, 2024, the Company executed a securities purchase agreement (the “SPA”) with an accredited and institutional investor (the “Investor”). Pursuant to the SPA, the Company issued to the Investor warrants (the “September 2024 Warrants”) with an exercise period of
During the term, the September 2024 Warrants are exercisable, the Company will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of the September 2024 Warrants and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of the September 2024 Warrants. All
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shares that may be issued upon the exercise of rights represented by the September 2024 Warrants and payment of the exercise price will be free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously or otherwise specified in the September 2024 Warrants). Prior to the Expiration Date, the exercise price and the number of shares of Common Stock purchasable upon the exercise of the September 2024 Warrants are subject to adjustment from time to time upon the occurrence of any of the following events:
(a) | In the event that the Company shall at any time after the date of issuance of the September 2024 Warrants (i) declare a dividend on Common Stock in shares or other securities of the Company, (ii) split or subdivide the outstanding Common Stock, (iii) combine the outstanding Common Stock into a smaller number of shares, (iv) issue by reclassification of its Common Stock any shares or other securities of the Company, (v) complete any capital reorganization of the Company, whether or not such reclassification directly or indirectly affects the Common Stock or results in new investments being issued to holders of the Common Stock, (vi) complete any reclassification of the Common Stock (other than a reclassification referred to in clause (iv), or (vii) complete a business combination of the Company into any other person, whether by consolidation, merger or transfer of substantially all assets of the Company, whether or not such combination result in holders of Underlying Securities receiving new investments, then, in each such event, the exercise price in effect at the time shall be adjusted so that the holder shall be entitled to receive the kind and number of such shares or other securities of the Company which the holder would have owned or have been entitled to receive after the happening of any of the events described above had such September 2024 Warrants been exercised immediately prior to the happening of such event (or any record date with respect thereto). |
(b) | If and whenever on or after the Issue Date, the Company grants, issues or sells, or in accordance with the terms of the September 2024 Warrant is deemed to have granted, issued or sold, (A) any underlying securities (including the issuance or sale of shares of underlying securities owned or held by or for the account of the Company, but excluding any exempt issuance) for a consideration per share that is less than the Exercise Price in effect immediately prior to such grant, issuance or sale or deemed grant, issuance or sale or (B) (1) any stock equivalents of underlying securities or (2) any options to purchase (or any other contractual obligation of the Company to grant, issue or sell) underlying securities or stock equivalents thereof (“Acquisition Rights”), in each case for which, at the time of such grant, issuance or sale, the lowest possible consideration per share required to be paid by the holder thereof to acquire one share of underlying securities pursuant to such acquisition rights (net of any payment made by any Company or any Company party to the holder of such acquisition rights or to any other person pursuant to such acquisition rights) is less than the Exercise Price in effect immediately prior to such grant, issuance or sale or deemed grant, issuance or sale (all of the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price shall be adjusted in accordance with the formula as provided in the September 2024 Warrants. |
(c) | If necessary, the provisions set forth in this warrant with respect to the rights thereafter of the holders of the warrants shall be appropriately adjusted so as to be applicable, as nearly as they may reasonably be, to any other securities, indebtedness and other assets thereafter deliverable on the exercise of the warrants. |
(d) | No adjustment in the number of Shares of Common Stock shall be required under this warrant unless such adjustment would require an increase or decrease of at least |
(e) | In case any event shall occur as to which the other provisions above are not strictly applicable or the failure to make any adjustment would result in an unfair enlargement or dilution of the purchase rights represented by the Extension Warrants in accordance with the essential intent and principles hereof, then, in each such case, the independent auditors of the Company shall give an opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles above, necessary to preserve, without enlargement or dilution, the purchase rights presented by the Extension Warrants. Upon receipt of such opinion, the Company shall promptly make the adjustment described therein. |
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The September 2024 Warrants are governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law. The Company and the holders of the September 2024 Warrants consent to the exclusive jurisdiction of the federal courts of the United States sitting in Delaware.
Note 13 Reportable Segments
The Company currently has
Summary information regarding the Company’s operating segments is as follows for the nine months ended September 30, 2024 and 2023:
| 2024 |
| 2023 | |||
Revenues | ||||||
Technology | $ | | $ | | ||
Telehealth | | — | ||||
Total revenues | $ | | $ | | ||
| 2024 |
| 2023 | |||
Loss from operations | ||||||
Technology | $ | | $ | ( | ||
Telehealth | ( | — | ||||
Non-operating corporate | ( | — | ||||
Total loss from operations | $ | ( | $ | ( | ||
A reconciliation of the Company’s consolidated segment operating income to consolidated earnings before income taxes for the nine months ended September 30, 2024 and 2023 is as follows:
| 2024 |
| 2023 | |||
Operating loss | $ | ( | $ | ( | ||
Interest expense | ( |
| ( | |||
Other income | — |
| | |||
Change in fair value of financial instruments | |
| | |||
Initial in fair value on financial instruments | ( |
| — | |||
Loss on extinguishment | ( | — | ||||
Total other income (expense) | | ( | ||||
Loss before benefit from income taxes | ( | ( | ||||
Benefit from income taxes | | | ||||
Net loss | $ | ( | $ | ( | ||
The summary information regarding the reportable segment total assets at September 30, 2024 and December 31, 2023 is as follows:
| 2024 |
| 2023 | |||
Total assets | ||||||
Technology | $ | | $ | | ||
Telehealth | | — | ||||
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Non-operating corporate | | — | ||||
Total | $ | | $ | |
| 2024 |
| 2023 | |||
Total goodwill |
|
|
|
| ||
Technology | $ | — | $ | — | ||
Telehealth |
| |
| — | ||
Non-operating corporate |
| — |
| — | ||
Total | $ | | $ | — | ||
Some additional summary information regarding the reportable segment depreciation and amortization and capital expenditures for the nine months ended September 30, 2024 and 2023 is as follows:
| 2024 |
| 2023 | |||
Depreciation and amortization | ||||||
Technology | $ | | $ | | ||
Telehealth | | — | ||||
Total | $ | | $ | | ||
| 2024 |
| 2023 | |||
Capital expenditures | ||||||
Technology | $ | | $ | | ||
Telehealth | | — | ||||
Total | $ | | $ | | ||
| 2024 |
| 2023 | |||
Interest expense |
|
|
|
| ||
Technology | $ | | $ | | ||
Telehealth |
| |
| — | ||
Non-operating corporate |
| |
| — | ||
Total | $ | | $ | | ||
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Note 14Fair Value Measurements
The following tables present fair value information as of September 30, 2024 and June 24, 2024, the date of the Business Combination. The Company did not have any fair value instruments as of December 31, 2023. The Company’s financial liabilities that were accounted for at fair value on a recurring basis and that indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value are as follows:
September 30, 2024 |
| Fair Value |
| (Level 1) |
| (Level 2) |
| (Level 3) | ||||
Liabilities: |
|
|
|
|
|
|
|
| ||||
Quantum Convertible Note, related party | $ | | $ | — | $ | — | $ | | ||||
ELOC | $ | | $ | — | $ | — | $ | | ||||
ELOC Commitment Fee Note | $ | | $ | — | $ | — | $ | | ||||
Additional Bridge Notes | $ | | $ | — | $ | — | $ | | ||||
Exchange Note | $ | | $ | — | $ | — | $ | | ||||
September 2024 Convertible Note | $ | | $ | — | $ | — | $ | | ||||
June 24, 2024 | Fair Value | (Level 1) | (Level 2) | (Level 3) | ||||||||
Liabilities: |
|
|
|
| ||||||||
Extension Note – Bifurcated Derivative | $ | | $ | — | $ | — | $ | | ||||
ELOC | $ | | $ | — | $ | — | $ | | ||||
Additional Bridge Notes | $ | | $ | — | $ | — | $ | | ||||
Exchange Note | $ | | $ | — | $ | — | $ | | ||||
Measurement
Quantum Convertible Note
The Company established the initial fair value for the Quantum Convertible Note as of June 25, 2024, which was the date the Quantum Convertible Note was funded. As of September 30, 2024, the fair value was remeasured. As such, the Company used the Monte Carlo model (“MCM”) that fair values the debt. The MCM was used to value the Quantum Convertible Note for the initial periods and subsequent measurement periods. The initial value in excess of proceeds on June 25, 2024, was recognized in the statement of operations under loss on issuance of financial instruments. The change in fair value between initial measurement and September 30, 2024, was recognized in the condensed consolidated statement of operations under change in fair value of financial instruments.
The Quantum Convertible Note was classified within Level 3 of the fair value hierarchy at the initial measurement date and as of September 30, 2024, due to the use of unobservable inputs. The key inputs into the MCM model for the Quantum Convertible Note were as follows at September 30, 2024 and at June 25, 2024:
| September 30, 2024 |
| June 25, 2024 |
| |||
Risk-free interest rate |
| | % | | % | ||
Expected term (years) |
| |
| | |||
Volatility |
| | % | | % | ||
Stock price | $ | | $ | | |||
Debt discount rate |
| | % |
| | % | |
Extension Note Bifurcated Derivative
The Company established the initial fair value for the Extension Note Bifurcated Derivative as of June 24, 2024, the date the Business combination closed. As of September 30, 2024, the fair value was remeasured. As such, the Company used a Discounted Cash Flow model (“DCF”) that fair values the early termination/repayment features of the debt. The DCF was used to value the Extension Note Bifurcated Derivative for the initial periods and subsequent measurement periods. The change in fair value between initial measurement and September 30, 2024, was recognized in the statement of operations under change in fair value of financial instruments.
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The Extension Note Bifurcated Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement date, due to the use of unobservable inputs. The key inputs into the DCF model for the Extension Note Bifurcated Derivative were as follows at June 24, 2024:
| June 24, 2024 | ||
CCC bond rates | | % | |
Expected term (years) | — |
Additional Bridge Notes
The Company established the initial fair value for the Additional Bridge Notes as of June 24, 2024, the date the Business combination closed. As of September 30, 2024, the fair value was remeasured. As such, the Company used a MCM that fair values the early termination/repayment features of the debt. The MCM was used to value the Additional Bridge Note for the initial periods and subsequent measurement periods. The change in fair value between initial measurement and September 30, 2024, was recognized in the condensed consolidated statement of operations under change in fair value of financial instruments.
The Additional Bridge Notes were classified within Level 3 of the fair value hierarchy at September 30, 2024 and June 24, 2024 due to the use of unobservable inputs. The key inputs into the MCM model for the Additional Bridge Notes were as follows at September 30, 2024, and June 24, 2024:
| September 30, 2024 |
| June 24, 2024 |
| |||
Risk-free interest rate |
| | % | | % | ||
Expected term (years) |
| |
| | |||
Volatility |
| | % | | % | ||
Stock price | $ | | $ | | |||
Debt discount rate |
| | % |
| | % | |
Exchange Note
The Company established the initial fair value for the Exchange Note as of June 24, 2024, the date the Business combination closed. As of September 30, 2024, the fair value was remeasured. As such, the Company using the MCM that fair values the early termination/repayment features of the debt. The MCM was used to value the Exchange Note for the initial periods and subsequent measurement periods. The change in fair value between initial measurement and September 30, 2024, was recognized in the condensed consolidated statement of operations under change in fair value of financial instruments.
The Exchange Note was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of September 30, 2024 and June 24, 2024 due to the use of unobservable inputs. The key inputs into the MCM model for the Exchange Note were as follows at September 30, 2024 and June 24, 2024:
| September 30, 2024 |
| June 24, 2024 |
| |||
Risk-free interest rate |
| | % | | % | ||
Expected term (years) |
| |
| | |||
Volatility |
| | % | | % | ||
Stock price | $ | | $ | | |||
Debt discount rate |
| | % |
| | % | |
ELOC/Equity Financing
The Company established the initial fair value for the ELOC as of June 24, 2024, the date the Business combination closed. As of September 30, 2024, the fair value was remeasured. As such, the Company used the MCM that fair values the early termination/repayment features of the debt. The MCM was used to value the ELOC for the initial periods and
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subsequent measurement periods. The change in fair value between initial measurement and September 30, 2024, was recognized in the condensed consolidated statement of operations under change in fair value of financial instruments.
The ELOC was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of September 30, 2024 due to the use of unobservable inputs. The key inputs into the MCM model for the ELOC were as follows at September 30, 2024 and at June 24, 2024:
| September 30, 2024 |
| June 24, 2024 |
| |||
Risk-free interest rate |
| | % | | % | ||
Expected term (years) |
| |
| | |||
Volatility |
| | % | | % | ||
Stock price | $ | | $ | | |||
ELOC Commitment Fee Note
The Company established the initial fair value for the ELOC Commitment Fee Note as of July 2, 2024. As of September 30, 2024, the fair value was remeasured. The Black-Sholes method was used to estimate the fair value of the conversion right and combined with the present value of the principal value of the ELOC Commitment Fee Note for the issuance date and subsequent measurement periods. The change in fair value between initial measurement and September 30, 2024, was recognized in the condensed consolidated statement of operations under change in fair value of financial instruments.
The ELOC Commitment Fee Note was classified within Level 3 of the fair value hierarchy at the initial measurement date and as of September 30, 2024, due to the use of unobservable inputs. The key inputs into the Black-Sholes model and the present value of the principal amount for the ELOC Commitment Fee were as follows at September 30, 2024 and at July 2, 2024:
| September 30, 2024 |
| July 2, 2024 |
| |||
Risk-free interest rate |
| | % | | % | ||
Expected term (years) |
| |
| |
| ||
Volatility |
| | % | | % | ||
Stock price | $ | | $ | | |||
Principal discount factor | | | |||||
September 2024 Convertible Note
The Company established the initial fair value for the September 2024 Convertible Note as of September 30, 2024, which was the date the note was funded. The Company used a probability-weighted scenario model that accounts for three scenarios, (a) repayment in accordance with terms of the note through maturity, (b) the occurrence of a change in control, and (c) the occurrence of event of default. Under the repayment at maturity scenario, the Company considers the potential settlement value of the September 2024 Convertible Note based on the defined repayment schedule. On each repayment date, the analysis considers whether the holder would exercise its conversion option in relation to the principal to be repaid, in the event that the value obtained upon conversion would exceed the value of the cash payable per the repayment schedule. Under a default scenario, the Company estimates that the lender would recover approximately
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The September 2024 Convertible Note was classified within Level 3 of the fair value hierarchy at the initial measurement date, due to the use of unobservable inputs. The key inputs into the model for the September 2024 Convertible Note were as follows at September 30, 2024:
| September 30, 2024 |
| ||
Risk-free interest rate |
| | % | |
Expected term (years) |
| |
| |
Volatility |
| | % | |
Stock price | $ | | ||
Note calibration discount | | % | ||
Level 3 Changes in Fair Value
The change in the fair value of the Level 3 financial liabilities for the period from June 24, 2024, through September 30, 2024 is summarized as follows:
Level 3 Changes in Fair Value of Derivatives for the Period from June 24, 2024, through September 30, 2024:
Extension Note | ||||||||||||||||||||||||
| Bifurcated |
| Exchange |
| Quantum | Additional |
|
|
| ELOC Commitment |
| September 2024 |
| |||||||||||
| Derivative |
| Note |
| Note |
| Bridge Note |
| ELOC |
| Fee Note |
| Convertible Note |
| Total | |||||||||
Fair value as of December 31, 2023 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||
Fair value as of June 24, 2024 | | | — | | | — | — | | ||||||||||||||||
Initial fair value of Quantum Note at June 25, 2024 | — | — | | — | — | — | — | | ||||||||||||||||
Initial fair value of ELOC Commitment Fee Note | — | — | — | — | — | | — | | ||||||||||||||||
Initial fair value of September 2024 Convertible Note at September 30, 2024 | — | — | — | — | — | — | | | ||||||||||||||||
Settlement of Exchange Note |
| ( |
| — |
| — |
| — |
| — |
| — |
| — |
| ( | ||||||||
Repayment on Note | — | — | — | ( | — | — | — | ( | ||||||||||||||||
Shares issued upon conversion of portion of note | — | ( | — | ( | — | — | — | ( | ||||||||||||||||
Extension of ELOC Commitment Fee Note | — | — | — | — | — | ( | — | ( | ||||||||||||||||
| — |
| ( |
| ( |
| ( |
| ( |
| ( |
| — |
| ( | |||||||||
Fair value as of September 30, 2024 | $ | — | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from the various levels for the three and nine months ended September 30, 2024 and 2023.
Note 15 | Subsequent Events |
As of October 21, 2024, pursuant to the Equity Purchase Agreement and the Company’s purchase notice thereof, the Bridge Investor purchased $
On November 8, 2024, the Sponsor affiliate, SCS, LLC, and the Company executed a securities purchase agreement whereby certain working capital funds advanced by SCS, LLC in the aggregate amount of $
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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VSEE HEALTH
The following discussion and analysis provide information that VSee Health’s management believes is relevant to an assessment and understanding of the results of operations and financial of VSee Health, Inc. (“VSee Health” and for purposes of this section only, referred to as the “Company”, “we,” “us” and “our”). The discussion and analysis should be read together with VSee Health’s consolidated financial statements as of and for the three and nine months ended September 30, 2024 and 2023, and the related respective notes thereto. This discussion may contain forward-looking statements based upon VSee Health’s current expectations, estimates and projections that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”
Overview
Prior to June 24, 2024, we were a blank check company incorporated in the State of Delaware organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. On June 24, 2024, we completed the Business Combination pursuant to the Business Combination Agreement dated as of November 21, 2023, as amended by the first amendment dated February 13, 2024 and the second amendment dated April 17, 2024 (as amended, the “Business Combination Agreement”) that we entered into with VSee Lab and iDoc. Upon the completion of the Business Combination, we changed our name to “VSee Health, Inc.” and the business of VSee Lab and iDoc became our business.
Our wholly-owned subsidiary VSee Lab is a telehealth software platform. VSee Lab’s proprietary technology platform and modular software solution empower users to plug and play telehealth services with end-to-end encrypted video streaming integrated with medical device data, electronic medical records, and other sensitive data, with multiple other interactive functionalities that enable teamwork that VSee Lab believes are not available from any other system worldwide. Our company’s core platform is a highly scalable, integrated, application program interface (“API”) driven technology platform, for virtual healthcare delivery, with multiple real-time integrations spanning the healthcare ecosystem. Our platform’s APIs power external connectivity and deep integration with a wide range of payors, electronic medical records, third party applications, and other interfaces with employers, hospital systems, and health systems, which we believe uniquely positions us as a long-term partner meeting the unique needs of the rapidly changing, healthcare industry. Our company will also be able to white label our solutions so they fit into the plans and strategies of our clients, all on a platform that is high-performance and highly scalable.
We put telehealth software tools in the hands of clinicians to enable them to make changes without programming so that they can achieve the best patient outcomes. We provide our clients with capabilities specifically built to enable them to collaborate with their clinical and non-clinical colleagues, securely coordinate patient care, conduct virtual patient visits including remote physical exam and remote patient monitoring, and an analytical dashboard to manage their entire telehealth operations from patient satisfaction score to patient wait time to staffing allocations. We empower clinicians to create the workflow they want without waiting for IT; where today, most clinicians feel helpless given that IT departments often cannot give clinicians what they want.
Through VSee Lab, we offer a set of telehealth software building blocks, data connectors, and workflow templates that can be rapidly configured into the client’s workflows. Our offerings allow clinicians without programming experience to configure our building blocks into their existing workflow without requiring programmers - i.e. - no code. In addition, our building blocks allow programmers to increase their productivity with simple coding to piece together our building blocks - i.e. - low code. At the core of our platform is a comprehensive set of software building blocks for telehealth that include on-demand visits, scheduling appointments, in-take forms, signature for consent and compliance, team coordination, unified communication, remote exam and remote patient monitoring, payments including insurance processing, clinical notes, and administrative control panels and analytics. These set of building blocks can connect to electronic medical record systems such as EPIC and Cerner via HL7, FHIR, and SFTP. Lastly, we provide a set of
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templates to make creating telehealth workflow fast and easy. The entire telehealth platform sits on a scalable server architecture and is HIPAA compliant and SOC2 externally audited. VSee Lab is also GDPR compliant and supports single-sign-on (SSO) and multi-factor-authentication (MFA).
The Company’s wholly-owned subsidiary iDoc is a high acuity patient care solution providing elite physician services in intensive care units of our major hospital systems and other customers. iDoc delivers neuro-critical care through a proprietary technology platform. iDoc serves a diverse range of customers from large hospital systems to small/micro hospitals, long-term acute care (LTAC) facilities, correctional facilities and others. In addition to the specialization of neuro critical care, iDoc provides general tele-critical care services, and specialty e-consults to large organizations such as correctional facilities. iDoc has an experienced team of board-certified intensivists, neurointensivists, neurologists, and advanced practice providers that treat and coordinate care for acutely ill patients 24/7 in the Neurointensive Care Unit (“NICU”) and Intensive Care Unit (“ICU”) for stroke, brain trauma, spinal cord, and all other neurological conditions. Our Neurocritical care experts will also help develop multidisciplinary plans of care to optimally treat neurological conditions in relation to their overall medical needs. Our Neuro Critical care service delivery will focus on physicians and provider services in Teleneurocritical care, epileptology, and teleneurology. In addition to standard interventions, our Neurocritical care experts will offer specific care including monitoring intracranial pressure, cerebral hemodynamics, advanced multimodal neuro monitoring (brain oximetry, cerebral microdialysis and continuous electroencephalography).
We strive to be the solutions provider of access to the shortage of intensivists across the care continuum utilizing sophisticated telehealth solutions to bridge the care gap. In a post Covid, physician burnout health care system, we aim to provide a solution to physician burnout and to a lack of patient access to quality intensive care. By using the sophisticated leading telehealth software and hardware devices, we provide access to highly skilled physicians in the highest acuity in patient setting, the ICU. We provide elite physician services in the Intensive care units of major hospital systems and other customers. Our core service delivers general critical care, neurology, EEG reading, and neuro critical care through a custom internal virtual health care technology platform. We also serves a diverse range of customers from large hospital systems to small/micro hospitals, to long-term acute care (LTAC) facilities to the federal prison system and others. We connect critically ill patients to high quality Neurointensivists, general and cardiac intensivists and specialty specific e-consultations and helps to improve outcomes for patients as well as improved productivity and physician burnout while reduced costs for health systems. We have developed a unique quality control program in collaboration with each hospital by development of a hospital specific reporting dashboard to monitor and achieve high quality critical care quality. In addition, current workflows and protocols are evaluated to adjust to incorporate critical care. Continuous process improvement and readjustment of target metrics with the ICU team to maximize patient safety and improve outcomes.
Performance Factors
We believe that our future performance will depend on many factors, including the following:
The Rapid Transformation of the Telehealth Market
The Telehealth market today is one characterized by rapid transformation, with major customers and hospital systems looking to build or add capabilities and major legacy competitors looking to shore up historical limitations. We believe that the rapid transformation of the telehealth market indicates strong future growth of the market, and our current offerings provide an attractive value proposition to health systems, medical groups, and individual medical practitioners, driving higher market share. We plan to continue to harness our scale to further grow the value proposition of our platform for all stakeholders.
Ability to Expand Within the Market and Attract New Customers
Telehealth is still in its total infancy stages in terms of utilization, scope, and services. Most of the growth is expected within hospital systems, definition, and segmentation structure, and we believe our software platform and services have significant potential. We plan to leverage our industry relationships with government, hospital systems and insurance providers to increase our customer base.
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Innovation and New Product Offerings
Despite the rapid advancements in technology, growth in virtual healthcare delivery, and improvement in decision support algorithms and machine learning tools, Telehealth Technology Solutions have not fully penetrated medicine and hospital systems to become the standard methodology of care and represent less than 1% of total healthcare spending according to Grandview Research. Major reasons for Telehealth solutions not capturing its full potential include:
| ● | Many of the existing video and hardware and software used in telehealth are repurposed businesses that are not healthcare specific. |
| ● | Remote monitoring/diagnostic devices do not readily integrate into telehealth systems limiting doctors real time metrics to enable diagnostics and assessment. |
| ● | Backend software coordination is not optimized for telehealth use and connectivity, resulting in significant greater complexity and costs for implementation. |
| ● | The software and code foundations of the early telemedicine companies have major functionality limitations and arduous implementation and incremental coding/connectivity requirements adding significant cost and reducing functionality. |
We believe our technology solutions meet the performance and compliance standards in healthcare, increase the sharing of patient history, files and scheduling are integrated into the video view for doctors, create sophisticated video engagement between patients, staff and doctors and seamlessly integrate patients’ records to provide more comprehensive telehealth care. We believe our ability to invest in new technology and develop new features, modules, and solutions will be critical to our long-term success.
Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with GAAP. The preparation of consolidated financial statements also requires we make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, balance sheet, results of operations and cash flows will be affected. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving our management’s judgments and estimates. Critical accounting policies and estimates are those that we consider the most important to the portrayal of our balance sheet and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
The preparation of our consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the amounts reported in those consolidated financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. Our significant accounting policies are described in Note 2 to our Unaudited Condensed Consolidated Financial Statements for the three-month and nine-month period ended September 30, 2024 included elsewhere in this report. Our critical accounting policies are described below.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers in an amount that reflects the expected consideration received in exchange for those goods or services. The core principle of ASC 606 is to recognize revenue to depict the transfer of promised goods or services to clients in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services.
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The Company determines revenue recognition in accordance with ASC 606 through the following five steps:
1) Identify the contract with a customer
The Company considers the terms and conditions of its contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the goods and services to be transferred and the payment terms for the goods and services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer.
Contractual terms for subscription services are typically 12 months. Contracts are generally cancellable with a 30-day notice period, and customers are billed in annual, quarterly, or monthly installments in advance of the service period of the subscription. The Company is not required to refund any prorated prepayment fees invoiced to cover services that were provided.
The Company also has service contracts with hospitals or hospital systems, physician practice groups, and other users. These customer contracts typically range from two to three years, with an automatic renewal process. The Company either invoices these customers for the monthly fixed fee in advance or at the end of the month, depending on the contract terms. The contracts typically contain cancellation clauses with advance notice, and revenue for goods and services transferred prior to cancellation is not refundable or creditable.
2) Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract.
3) Determine the transaction price
Total transaction price is based on the amount to which the Company is entitled to base on the contracts with its customers. The Company believes the quoted transaction prices in the customer contracts represent the standalone selling prices for each of the separate performance obligations which are distinct and priced separately within the contract. Consideration promised in the Company’s contracts includes both fixed and variable amounts. The Company’s variable consideration is based on fixed unit price for promised services, though the total consideration is dependent upon the actual amounts of promised services used by the customers. If necessary, the Company estimates the total variable consideration based on the information available to management, and updates such estimates each financial period when needed.
4) Allocate the transaction price to performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. Where applicable, the Company establishes standalone selling prices based on the observable prices of the good or service when the Company sells that good or service separately in similar circumstances and to similar customers. If a standalone selling price is not directly observable, the Company estimates the standalone selling price using the expected cost plus a margin approach.
5) Recognize revenue when or as the Company satisfies a performance obligation
Revenue is recognized when or as control of the promised goods or service are transferred to the customer in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. For
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services transferred over time, the Company recognizes revenue based on the progress of services delivered measured using the input method. Such inputs include amount of resources the Company spends to provide such services, and are based on the best information available to management each financial period.
The Company derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services, subscription services and institutional services provided to our clients.
Subscription Service Contracts and Performance Obligation
Subscriptions Services
Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services the Company performs. In the case of module specific subscriptions, a consistent level of service is provided during each monthly period of subscription to the Company’s platform. The Company commences revenue recognition when the customer is provided with platform subscription for the initial monthly period and revenue is recognized over time as a consistent level of subscription service during the subsequent period is delivered. The Company’s obligation for its integrated subscriptions is to stand-ready throughout the subscription period; therefore, the Company considers an output method of time to measure progress toward satisfaction of its obligations with revenue commencing upon the beginning of the subscription period. Deferred revenue consists of the unamortized balance of nonrefundable upfront fees which are classified as current and non-current based on the timing of when the Company expects to recognize revenue.
The Company treats each subscription to a specific module as a distinct performance obligation because each module is capable of being distinct as the customer can benefit from the subscription to each module on its own and each subscription can be sold standalone.
Furthermore, the subscriptions to individual modules are distinct in the context of the contract as (1) the Company is not integrating the services with other services promised in the contract into a bundle of services that represent a combined output, (2) the subscriptions to specific modules do not significantly modify or customize the subscription to another module, and (3) the specific modules are not highly interdependent or highly interrelated. The subscription to each module is treated as a series of distinct performance obligations because it is distinct and substantially the same, satisfied over time, and has the same measure of progress.
The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the clients pay a fixed rate per user per subscription service. Prior to the start of a contract, clients generally make upfront nonrefundable payments to the Company when contracting for implementation services.
Professional Services and Technical Engineering Fees and Performance Obligation
Performance obligations in the contract for professional services and technical engineering services are based on the specified quantity of professional service hours to customers. The performance obligation in the contract for these services transferred to the customer is distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract.
The transaction price is determined based on the consideration the Company expects to be entitled to in exchange for transferring services to the customer. Under the contracts, the Company uses standalone prices when allocating the transfer price. The contract pricing is fixed and stated in the arrangements based on the work to be performed by the Company and represents the amount the Company is entitled to for delivering such goods and services. When required, the Company estimates variable consideration for services with the quoted fees per promise using the expected value method for what the Company expects to collect.
The Company recognizes revenue when the Company satisfies its performance obligation to provide the contractual service hours for the duration of services under the contract.
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Patient Fees Services and Performance Obligation
Patient Fee Services
Patient fees represent a series of distinct services because the performance obligations are met when the Company’s physicians provide professional medical services to patients at the client site as this is deemed as transfer of goods and services to respective patients. The patient benefits from the professional services when care is rendered by the Company’s medical professionals. The Company commences revenue recognition on patient services when the Company satisfies its performance obligation to provide professional medical services to patients.
Patient Fee Contracts Involving Third-Party Payors
The Company receives payments from patients, third-party payors and others for patient fee services. Third-party payors pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payors are generally less than billed charges. The Company determines the transaction price on patient fees based on standard charges for services provided, reduced by adjustments provided to third-party payors, and implicit price concessions provided to uninsured patients. The Company monitors its revenue and receivables from third-party payors and records an estimated contractual allowance to properly account for the differences between billed and collected amounts.
Revenue from third-party payors is presented net of an estimated provision for contractual adjustments. Patient revenues are net of service credits and service adjustments, and allowance for doubtful accounts receivable. These adjustments and implicit price concessions represent the difference between the amount billed and the estimated consideration the Company expects to receive, based on historical collection experience, market conditions and other factors. Although the Company believes that its approach to estimates and judgments as described herein is reasonable, actual results could differ, from estimated amounts and such difference could be material.
All of the Company’s telemedicine contracts for patient reimbursement fees are directly billed to the payors by the Company. The Company earns patient fees by providing high acuity patient care solutions. For patient fees, performance obligations are met when the Company’s physicians provide professional medical services to patients at the client site as this is deemed as transfer of goods and services to respective patients. The patient benefits from the professional services when care is rendered by the Company’s medical professionals. The revenue is determined based on the telemedicine billing code(s) associated with the respective professional service rendered to patients. The Company earns primarily from reimbursement from the following third-party payors:
Medicare
The Company’s affiliated provider network is reimbursed by the Medicare Part B and Part C programs for certain of the telemedicine services it provides to Medicare beneficiaries. Medicare coverage for telemedicine services is treated distinctly from other types of professional medical services and is limited by federal statute and subject to specific conditions of participation and payment pursuant to Medicare regulations, policies and guidelines, including the location of the patient, the type of service, and the modality for delivering the telemedicine service, among others.
Medicaid
Medicaid programs are funded jointly by the federal government and the states and are administered by states (or the state’s designated managed care or other similar organizations) under approved plans. The Company’s affiliated provider network is reimbursed by certain State Medicaid programs for certain of the telemedicine services it provides to Medicaid beneficiaries. Medicaid coverage for telemedicine services varies by state and is subject to specific conditions of participation and payment.
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Commercial Insurance Providers
The Company is reimbursed by commercial insurance carriers. The basis for payment to the commercial insurance providers is consistent with Medicare reimbursement fee structure guidelines, and the Company is in-network or out-of-network with the commercial insurance carriers based on state and insurer requirements.
Telehealth Fees Service Contracts and Performance Obligation
Contract For Telemedicine Care Services
Performance obligations in the contract for telemedicine care are based on services provided via the use of hardware and software integration that includes multi-participant video conferencing, and electronic communication for 24 hours per day, seven days per week for the duration of the contract. The Company provides administrative support for the tele-physician services and coordinates the services of its clinicians’ network through administrative support, hardware support, and software support and provider coverage availability. The Company provides coverage availability of its physician services ranging from 12-24 hours per day. Performance obligations in the contract for these services transferred to the customer are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from patient services and institutional services obligations. Performance obligations are met when the Company provides administrative, business, and medical records and reports related to their professional services rendered pursuant to the agreement in such format and upon such interval as hospitals may require. Revenue from telemedicine care services is included in telehealth fees in the condensed consolidated financial statements.
The Company recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. The Company estimates the amount of revenue to be recognized on variable consideration, using the expected value or the most likely amount method, whichever is expected to better predict the amount. The Company’s estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on assessments of legal enforceability, performance, and all information that is reasonably available to the Company. The determination of the amount of revenue the Company can recognize each accounting period requires management to make estimates and judgments on the estimated expected customer life or expected performance period.
The Company commences revenue recognition when the Company satisfies its performance obligation to provide the contractual tele-physician hours services monthly. Prior to the commencement of services, customers generally make initial start-up nonrefundable payments to the Company when contracting for Company training, hardware and software installation and integration, which includes a onetime setup of software security, API interfaces, and compatibility between hospital existing equipment and hardware and software. The Company recognizes revenue upon completion of the implementation when the performance obligation of equipment setup and initial training is completed. The start-up fees do not significantly modify or customize the other goods in the contract. As the start-up service primarily covers initial administrative services for which the Company’s clients can cancel future services upon completion, management considers it to be separable from the ongoing business services, and the Company records start-up fees as revenue when the start-up service is completed over time, using the input method to measure progress each financial period.
Institutional Fees Service Contracts and Performance Obligation
Contract For Electroencephalogram (“EEG”) Professional Interpretation Services
Performance obligations in the contract for EEG professional interpretation services are based on the number of professional services EEG interpretation provides monthly. The performance obligation in the contract for these services transferred to the customer is distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To facilitate the delivery of the EEG professional interpretation services, the Company’s physicians use EEG telemedicine equipment provided by the Company. The performance obligation is satisfied based on the number of EEG professional interpretations performed by the Company’s physicians. The number of professional interpretations is traced monthly by both parties and used to determine the revenue earned based on established contractual rates and is included in institutional fees in the condensed consolidated financial statements.
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Under most of the Company’s contracts, including contracts with its two top customers, the customer pays fixed monthly fees for telemedicine consultation services, EEG professional interpretation services, platform software services, and hardware fees. The fixed monthly fee provides for a predetermined number of daily, monthly, or annual physician hours of coverage and agreed upon rates for interpretation and software services. To facilitate the delivery of the consultation services, the facilities use telemedicine equipment and the Company’s virtual healthcare platform, which is provided and installed by the Company. The Company also provides the hospitals with user training, maintenance and support services for the telemedicine equipment used to perform the consultation services.
The Company commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation monthly.
Fair Value of Financial Instruments
“Fair value” is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value.
See Note 14 Fair Value Measurements of the financial statements for additional information on assets and liabilities measured at fair value.
Goodwill
Goodwill represents the excess of purchase price in a business combination over the fair value of the net identifiable assets acquired. We evaluate goodwill for impairment at the reporting unit level by assessing whether it is more likely than not that the fair value of a reporting unit exceeds its carrying value. If this assessment concludes that it is more likely than not that the fair value of a reporting unit exceeds its carrying value, then goodwill is not considered impaired and no further impairment testing is required. Conversely, if the assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, a goodwill impairment test is performed to compare the fair value of the reporting unit to its carrying value. The Company determines fair value of the two reporting units using both income and market-based models. Our models contain significant assumptions and accounting estimates about discount rates, future cash flows, and terminal values that could materially affect our operating results or financial position if they were to change significantly in the future and could result in an impairment. We perform our goodwill impairment assessment whenever events or changes in facts or circumstances indicate that impairment may exist and during the fourth quarter each year. The cash flow estimates and discount rates incorporate management’s best estimates, using appropriate and customary assumptions and projections at the date of evaluation. During the three months ended September 30, 2024, the Company determined there were triggering events that required the Company to perform a quantitative analysis. Based on the analysis, the Company concluded the fair value of the Telehealth Services reporting unit was less than it’s carrying value. As a result, the Company recorded non-cash goodwill impairment charges of $54,984,000 on the consolidated statements of operation for the three and nine months ended September 30, 2024
Impairment of Long-lived and Intangible Assets
In accordance with ASC 360-10, the Company, on a regular basis, reviews the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment. The Company determines if the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted at a rate commensurate with the risk involved.
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During the three months ended September 30, 2024, the Company determined that the continued decline in the Company’s stock price and corresponding market capitalization were triggering events that indicated the goodwill allocated to certain of the Company’s reporting units may be impaired. Based primarily on the respective financial and operational performance of certain of the Company’s reporting units with allocated goodwill, as well as the sustained decrease in the Company’s market capitalization, the Company identified a triggering event and performed an interim impairment test of the Telehealth Services reporting unit. As part of the Company’s impairment analysis, the fair value of the reporting unit was determined using a weighted average of the income approach and market approach, which used level 3 inputs and utilized management estimates related to revenue growth rates, profitability margins, estimated future cash flows and discount rates. Based on the analysis, the Company concluded the fair value of the Telehealth Services reporting unit was less than it’s carrying value. As a result, the Company recorded non-cash goodwill impairment charges of $54,984,000 on the consolidated statements of operation for the three and nine months ended September 30, 2024.
Financial Statement Components
Three Months Ended September 30, 2024 and 2023 Results of Operations
The following table presents VSee Health’s results of operations for the three months ended September 30, 2024 and 2023:
| For the three months ended September 30, | |||||||||||
| 2024 |
| 2023 |
| Change |
| % | |||||
Revenue | $ | 3,354,437 | $ | 1,451,471 | $ | 1,902,966 | 131 | % | ||||
Cost of goods sold | 941,388 | 478,399 | 462,989 | 97 | % | |||||||
Gross margin | 2,413,049 | 973,072 | 1,439,977 | 148 | % | |||||||
Operating expenses | 59,479,147 | 1,247,428 | 58,231,719 | 4,668 | % | |||||||
Other income (expense) | 4,764,543 | (57,941) | 4,822,484 | (8,323) | % | |||||||
Net loss before taxes | (52,301,555) | (332,297) | (51,969,258) | 15,639 | % | |||||||
Income tax benefit | 550,030 | 233,716 | 316,314 | 135 | % | |||||||
Net loss | $ | (51,751,525) | $ | (98,581) | $ | (51,652,944) | (52,396) | % | ||||
Nine Months Ended September 30, 2024 and 2023 Results of Operations
The following table presents VSee Health’s results of operations for the nine months ended September 30, 2024 and 2023:
For the nine months ended September 30, | ||||||||||||
| 2024 |
| 2023 |
| Change |
| % | |||||
Revenue | $ | 6,561,998 | $ | 4,337,962 | $ | 2,224,036 | 51 | % | ||||
Cost of goods sold | 1,814,281 | 1,528,008 | 286,273 | 19 | % | |||||||
Gross margin | 4,747,717 | 2,809,954 | 1,937,763 | 69 | % | |||||||
Operating expenses | 62,958,678 | 4,332,582 | 58,626,096 | 1,353 | % | |||||||
Other income (expense) | 3,335,406 | (51,507) | 3,386,913 | (6,576) | % | |||||||
Net loss before taxes | (54,875,555) | (1,574,135) | (53,301,420) | 3,386 | % | |||||||
Income tax benefit | 2,791,238 | 590,954 | 2,200,284 | 372 | % | |||||||
Net loss | $ | (52,084,317) | $ | (983,181) | $ | (51,101,136) | (5,198) | % | ||||
Revenue
Through our wholly-owned subsidiary VSee Lab, the Company generates revenue from subscription services to its software platform. Subscriptions represent a series of distinct goods or services because the performance obligations are satisfied over time as customers simultaneously receive and consume the benefits related to the services as VSee Lab performs. Through our wholly-owned subsidiary iDoc, the Company establishes management and administrative services contracts with hospitals or hospital systems to provide telehealth physician services to acute patients of the hospitals or
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hospital systems. iDoc also generate revenue by directly billing the insurance companies for care provided at hospitals or hospital systems. iDoc’s contracts typically range in length from two to three years, with an automatic renewal process.
Revenue was $3,354,437 for the three months ended September 30, 2024, compared to $1,451,471 for the three months ended September 30, 2023, an increase of $1,902,966 or 131%. The increase was driven by $1,114,069 or 100% of revenue from the acquisition of iDoc during the 2nd quarter, primarily from $623,198 and $485,971 of patient and telehealth fees, respectively. The increase was also driven by higher technical and engineering fees, and professional and other fees. Technical and engineering fees increased by $586,478 or 267% due to a higher volume of engineering, customizations, and integration services provided primarily to recently signed significant client. Professional and other fees increased by $112,487 or 40% due to higher project management services primarily to a recently signed significant client, and higher patient visits. Subscription revenue also increased $89,932 or 9% due to higher usage volumes.
Revenue was $6,561,998 for the nine months ended September 30, 2024, compared to $4,337,962 for the nine months ended September 30, 2023, an increase of $2,224,036 or 51%. The increase was driven by $1,176,638, or 100% of revenue from the acquisition of iDoc during the 2nd quarter, primarily from $654,718 and $516,540 of patient and telehealth fees, respectively. The increase was also driven by higher technical and engineering fees, and professional and other fees. Technical and engineering fees increased by $715,030, or 161%, due to a higher volume of engineering, customizations, and integration services provided to a recently signed significant client and existing customers. Professional and other fees increased by $383,630, or 50% due to higher project management services on new and existing projects, higher patient visits and higher hardware purchases from new customers during the 2nd quarter. These increases were slightly offset by the $51,262, or 2%, decline in subscription revenue due to the churned enterprise customers in 2024 with little to no clinic usage, as some clients gradually shifted back to face-to-face consultations.
Cost of Goods Sold
VSee Lab’s cost of goods sold consists primarily of expenses related to cloud hosting, personnel-related expenses for VSee’s customer success team, costs for third-party software services and contractors, and other services. iDoc’s cost of goods sold is primarily comprised of personnel-related expenses for our employee and consulting physicians and other medical providers, and the costs for third-party software services and hardware used in connection with delivery of high acuity patient care solution when providing elite physician services in the intensive care units of our major hospital systems and other customers.
Cost of goods sold for the three months ended September 30, 2024, increased $462,989 or 97% over the same period last year. The increase was primarily driven by the acquisition of iDoc at the close of business on June 24, 2024, driving $423,382, or 100%, primarily from compensation expenses. The increase was also due to the $39,607, or 8%, higher cost from VSee lab, primarily driven by $127,289, or 78%, higher compensation expenses from headcount reallocation to service a new customer, and were slightly offset by $85,664, or 30%, lower software and hosting costs from using a lower-cost provider and implementing scheduled server scaling, reducing service cost. The increase was also slightly offset by $2,018, or 8% of lower hardware related cost.
Cost of goods sold for the nine months ended September 30, 2024, increased $286,273, or 19%, over the same period last year. The increase was primarily driven by the acquisition of iDoc at the close of business on June 24, 2024, driving $448,713 or 100%, primarily from compensation expenses. This increase was slightly offset by $162,440, or 11%, reduction in VSee Lab’s cost. The decrease is primarily driven by lower hosting costs of $154,613, or 23% from using a lower-cost provider and implementing scheduled server scaling, reducing service costs. The decrease was also driven $91,871, or 43% lower software costs from lower client utilization. These decreases are slightly offset by higher hardware costs of $69,722, or 111%, driven by increased hardware sales and $14,322, or 2%, of higher compensation costs from higher resource reallocation to support a new client in the current quarter, and slightly offset by cost savings from headcount reduction during the first half of the year.
Operating Expenses
VSee Lab’s operating expenses include all operating costs not included in the cost of goods sold. These costs consist of general and administrative expenses composed primarily of all payroll and payroll-related expenses, professional fees,
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and other costs related to the administration of its business. iDoc’s operating expenses include all operating costs not included in cost of goods sold. These costs consist of compensation, general and administrative expenses composed primarily of all payroll and payroll- related expenses, professional fees, insurance, software costs, occupancy expenses related to iDoc’s operations, including utilities, depreciation and amortization, and other costs related to the administration of its business.
Operating expenses for the three months ended September 30, 2024, increased by $58,231,719, or 4,668%, over the same period last year. The increase was driven by goodwill impairment charges of $54,984,000, higher general and administrative expenses of $1,945,343 or 865%, resulting from amortization expense of $552,500 and acquisition of iDoc at the close of business on June 24, 2024, driving $673,302 increase, and $637,237 of transaction expenses from the recapitalization and acquisition of DHAC and iDoc, respectively, primarily for professional and advisory services fees.
Operating expenses for the nine months ended September 30, 2024, increased by $58,626,096, or 1,353%, over the same period last year. The increase was driven by goodwill impairment charges of $54,984,000, higher general and administrative expenses of $1,998,102 or 240%, resulting from amortization expense of $552,500 and acquisition of iDoc at the close of business on June 24, 2024, driving $701,067 increase, and $1,587,037 of transaction expenses from the recapitalization and acquisition of DHAC and iDoc, respectively, primarily for professional and advisory services fees.
Other Income (Expense)
Other income (expense) during the three months ended September 30, 2024, increased $4,822,484 or 8,323%. The increase was primarily driven by the gain on change in fair value of on the debt and derivative financial instruments of $5,759,235, offset by $195,770 of higher interest expense and loss on extinguishment of $740,979 related to note conversions and shares issued to vendors.
Other income during the nine months ended September 30, 2024, increased $3,386,913 or 6,576%. The increase was primarily driven by the gain on change in fair value of on the debt and derivative financial instruments of $6,193,258, offset by the $1,618,234 initial fair value loss on the Quantum Note, $427,513 of higher interest expense and loss on extinguishment of $740,979 related to note conversions and shares issued to vendors
Net Loss
Net loss for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, increased by $51,652,944 or 52,396%. The increase in the Company’s net loss was driven by goodwill impairment charges of $54,984,000 and loss on extinguishment of $740,979, offset by gain on change in fair value of the debt and derivative financial instruments of $5,759,235.
Net loss for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, increased by $51,101,136 or 5,198%. The increase in the Company’s net loss was driven by goodwill impairment charges of $54,984,000, $1,618,234 initial fair value loss on the Quantum Note and loss on extinguishment of $740,979, offset by gain on change in fair value of the debt and derivative financial instruments of $6,193,258.
Cash Flows
The following table presents selected captions from VSee Health’s consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023:
| For the nine months ended September 30, | |||||
| 2024 |
| 2023 | |||
Net cash used in operating activities | $ | (2,815,248) | $ | (523,436) | ||
Net cash used in from investing activities | $ | (21,384) | $ | (2,690) | ||
Net cash provided by financing activities | $ | 5,045,235 | $ | 455,000 | ||
Change in cash | $ | 2,208,603 | $ | (71,126) | ||
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VSee Health’s principal sources of liquidity are cash and cash equivalents, totaling $2,327,337 and $159,538 as of September 30, 2024 and 2023, respectively.
VSee Health’s future capital requirements will depend on many factors, including our growth rate, contract renewal activity, number of subscription renewals, the continuing market acceptance of telehealth, and debt funding.
Cash Used in Operating Activities
Cash used in operating activities was $2,815,248 for nine months ended September 30, 2024. The change in operating activities presents changes for VSee Lab for the nine months ending September 30, 2024, and changes for iDoc and DHAC from the Business Combination date of June 24, 2024, to the end of the quarter, September 30, 2024. Cash used in operating activities consists of a net loss of $52,084,317, adjusted for non-cash items of $50,614,360, driven primarily by goodwill impairment charges of $54,984,000, loss on initial fair value loss on the Quantum Note of $1,618,234, and $740,979 loss on extinguishment, offset by $6,285,706 in fair value changes, and a $1,345,291 decrease in net changes in operating assets and liabilities. The decrease in net changes in operating assets was primarily driven by the increase in prepaids and other current assets from prepaid income taxes.
Cash used in operating activities was $523,436 for the nine months ended September 30, 2023. This consisted of a net loss of $983,181, adjusted for non-cash items of $494,190, and an increase in net changes in operating assets and liabilities of $953,935. The net changes in operating assets and liabilities were primarily driven by increases in accounts payable and accrued liabilities and due to related party, partially offset by the decrease in deferred revenue.
Cash Used in Investing Activities
Cash used for investing activities for the nine months ended September 30, 2024, was $21,384, driven primarily by $50,507 for the purchase fixed assets and was slightly offset by $29,123 of cash acquired from the acquisition of iDoc. Cash used for investing activities for the nine months ended September 30, 2023 was $2,690 and was used to purchase fixed assets.
Cash Provided by Financing Activities
Cash provided by financing activities for the nine months ended September 30, 2024, was $5,045,235, primarily consisting of $2,700,000 proceeds from the Quantum Note, $2,000,000 proceeds from the September 2024 Convertible Note, $1,323,362 cash from the recapitalization with DHAC, and offset by $365,750, $363,982, $150,616, $47,800, $33,000 and $13,889 for repayment on the Extension Note, financing lease liability, factoring payable, advances from a related party, note payable, and Additional Bridge Financing, respectively.
Cash provided by financing activities for the nine months ended September 30, 2023, was $455,000 and consisted of $200,000, $135,000 and $120,000 proceeds from note payable, share repurchase liability and related party loan payable, respectively.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our
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management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2024, our disclosure controls and procedures were not effective.
Management concluded that material weaknesses in internal control over financial reporting existed relating to the delay in filing. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
In light of the material weakness as described above, we have been enhancing our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements on a timely basis. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding application and financial reporting. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
PART II — OTHER INFORMATION
Item 1.Legal Proceedings
None.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to make disclosures under this Item. In addition, there have been no material changes to the risk factors disclosed in the registration statement on Form S-1 filed with the SEC on July 17, 2024 (File No. 333-280845), August 7, 2024 (File No. 333-281319) and November 12, 2024 (File No. 333-283115). Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the final prospectuses. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in said Registration Statements.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
For this fiscal quarter, except as set forth below, there were no unregistered securities to report which have not been previously included in a Quarterly Report on Form 10-Q, Annual Report on Form 10-K, or a Current Report on Form 8-K.
On August 5, 2024, the Company granted stocks totaling 227,500 shares of common stock to certain vendors as consideration for services rendered and payable.
On November 8, 2024, SCS, LLC (a Sponsor affiliate) and the Company executed a securities purchase agreement whereby certain working capital funds in the aggregate amount of $405,000 previously advanced by SCS, LLC to the Company were converted into 202,500 shares of Common Stock.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
Exhibit No. |
| Description |
|---|---|---|
4.1 | ||
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | ||
10.5 | ||
10.6 | ||
10.7 |
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Exhibit No. |
| Description |
|---|---|---|
10.8 | ||
10.9 | ||
31.1* | ||
31.2* | ||
32.1* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. § 1350 | |
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | XBRL Taxonomy Extension Schema Document. | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
*Filed herewith (furnished herewith with respect to Exhibit 32.1)
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VSEE HEALTH, INC. | ||
Date: November 14, 2024 | By: | /s/ Imoigele Aisiku |
Name: | Imoigele Aisiku | |
Title: | Co-Chief Executive Officer and Chairman of the Board | |
(Principal Executive Officer) | ||
Date: November 14, 2024 | By: | /s/ Jerry Leonard |
Name: | Jerry Leonard | |
Title: | Chief Financial Officer and Secretary | |
(Principal Financial and Accounting Officer) |
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