已於2024年11月19日向美國證券交易委員會提交
登記號333-283115
美國
證券交易委員會
華盛頓特區20549
到
表格:
1933年《證券法》規定的登記聲明
(註冊人的確切姓名載於其章程)
特拉華 |
| 001-41015 |
| 86-2970927 |
(述明或其他司法管轄權 | (委員會文件編號) | (稅務局僱主 |
980 N聯邦高速公路#304,
佛羅里達州博卡拉頓33432
電話:(561)672-7068
(註冊人主要執行辦公室的地址,包括郵政編碼和電話號碼,包括區號)
伊莫伊戈萊·艾西庫
陳米爾頓
聯席首席執行官
980 N聯邦高速公路#304
博卡拉頓,佛羅里達州33432
電話:(561)672-7068
(服務代理商的名稱、地址,包括郵政編碼和電話號碼,包括區號)
副本至:
托馬斯·J·波萊蒂,Esq.
維羅妮卡·拉,Esq.
Manatt,Phelps & Phillips,LLP
2049世紀公園東,1700套房
加利福尼亞州洛杉磯,郵編:90067
電話:(310)312-4000
建議向公衆出售的大約開始日期: 在本協議生效之日後儘快。
如果根據1933年證券法第415條,本表格上登記的任何證券將延遲或連續發售,請勾選以下方框。 ☒
如果根據證券法規則第462(B)條提交本表格是爲了註冊發行的額外證券,請選中以下框並列出同一發行的較早生效註冊聲明的證券法註冊聲明編號。☐
如果本表格是根據證券法下的規則462(C)提交的生效後修正案,請選中以下框並列出相同發售的較早有效註冊表的證券法註冊表編號。☐
如果本表格是根據證券法第462(D)條規則提交的生效後修正案,請選中以下框並列出相同發售的較早有效註冊書的證券法註冊書編號。☐
用複選標記表示註冊人是大型加速申報公司、加速申報公司、非加速申報公司、較小的報告公司或新興成長型公司。請參閱《交易法》第12b-2條規則中的「大型加速申報公司」、「加速申報公司」、「較小報告公司」和「新興成長型公司」的定義。
如果是新興成長型公司,用複選標記表示註冊人是否選擇不使用延長的過渡期來遵守根據證券法第7(A)(2)(B)節提供的任何新的或修訂的財務會計準則。
註冊人特此在可能需要的日期或多個日期對本登記聲明進行修改,以推遲其生效日期,直到註冊人提交進一步的修正案,其中明確規定本登記聲明此後將根據1933年證券法第8(a)條生效,或直到登記聲明於證券交易委員會的日期生效,根據上述第8(a)條行事,可以確定。
本招股說明書中的信息不完整,可能會被更改。在提交給美國證券交易委員會的註冊聲明生效之前,我們不能出售這些證券。本招股說明書不是出售這些證券的要約,也不是在任何不允許要約或出售的州徵求購買這些證券的要約。
完成日期:2024年11月19日
初步招股說明書
VSEE Health,Inc.
最多4,495,119股普通股
本招股說明書僅關乎本招股說明書所指名的出售股東(連同任何該等股東的受讓人、質權人、受讓人、分銷商、受贈人或權益繼承人,統稱爲「出售股東」)轉售最多4,495,119股本公司普通股(「已發行股份」),面值0.0001美元(「普通股」),其中包括(I)最多1,881,600股可轉換爲本金總額爲3,000,000美元的可轉換本金票據(「量子票據」)後可發行的普通股。2024年6月25日的佛羅里達有限責任公司(「量子投資者」),並於2024年7月3日進一步修訂;(Ii)於2024年9月30日向特拉華州Ascent Partners Fund LLC(「Ascent」)發行的本金總額爲2,222,222.22美元的高級可轉換本金票據(「Ascent票據」)轉換後可發行最多1,277,778股普通股;。(Iii)根據於2024年9月30日向Ascent發行並於2024年11月8日修訂的認股權證可發行的740,741股普通股(「Ascent認股權證」);。(Iv)於2024年9月30日向Ascent發行100,000股普通股(「Ascent承諾股」),與於2024年9月30日與Ascent簽署證券購買協議(「Ascent購買協議」)有關;。(V)根據日期爲2023年11月21日的貸款轉換證券購買協議,於2024年6月24日向Tidewater Ventures LLC(「Tidewater」)發行292,500股普通股(「Tidewater股份」),並於2024年2月13日進一步修訂及重述(「Tidewater Loan Conversion SPA」);。及(Vi)根據日期爲2024年11月8日的證券購買協議(「SCS SPA」)向SCS,LLC(「SCS」)發行202,500股普通股(「SCS股份」)。
上述數字假設以2.00美元的底價全數轉換量子票據(包括其全數利息)及以2.00美元的初始固定轉換價全數轉換Ascent Note債券(包括其全數利息金額)。不能保證Quantum Note或Ascent Note(或其全部票據金額)將轉換爲普通股股份。此外,Ascent(連同其聯屬公司)不得行使該等Ascent認股權證的任何部分,除非在Ascent向本公司發出至少61天的事先通知後,Ascent可增加或減少Ascent認股權證的持有量,最多爲行使後已發行普通股股數的9.99%,該百分比擁有權是根據2024年11月8日修訂的認股權證條款厘定的。
Quantum Note按年利率12%計息,並可按(1)每股10美元的固定換股價轉換爲本公司普通股,該價格已根據其條款重置至每股3.20美元,詳情如下;或(2)緊接兌換日期或其他決定日期前連續七(7)個交易日內每日最低每日VWAP(定義見Quantum Note)的85%。若Quantum Note發行日30週年前三(3)個交易日的每日VWAP平均價(「平均價」)低於10美元,價格等於平均價,但在任何情況下不得低於每股2美元,則Quantum Note的換股價格將被重置。此外,如果本公司在贖回前至少十(10)個交易日向Quantum Note持有人提供通知,並且在通知日本公司普通股的VWAP低於10美元,則本公司可選擇提前贖回Quantum Note項下的部分或全部未償還金額。如果發生違約事件,Quantum Note將按18.00%的年利率計息。經2024年7月3日修訂後,Quantum Note將於2026年6月30日到期,無論提前支付或贖回,都將保證十八(18)個月的利息。Ascent Note的年息爲10%,可按每股2.00美元的初始固定轉換價轉換爲公司普通股。本公司已同意,於轉換遞增票據時,不會發行任何超過納斯達克規則(「交易所上限」)所規定的股票發行上限的普通股,除非本公司就發行超過該交易所上限的普通股取得股東批准。從7日(7日)第一天開始這是)發行Ascent票據後一個月,公司有責任根據其中規定的付款時間表每月向Ascent票據的本金餘額付款。Ascent Note將於2026年3月30日到期。此外,如果相關投資者將Quantum票據和Ascent票據轉換爲普通股,如果此類轉換將導致投資者及其附屬公司在發行Quantum票據或Ascent票據時可發行的所有股份生效後立即擁有超過已發行普通股股份數量的4.99%,則各自的投資者不得將Quantum票據和Ascent票據轉換爲普通股股份。請參閱標題爲“私募交易說明了解更多信息。
本招股說明書所包括的本公司普通股股份正根據授予各投資者的某些登記權的條款進行登記以供轉售,如本招股說明書標題爲“私募交易說明-授予出售股東的登記權“我們將承擔與登記普通股股票義務相關的所有費用和開支。
我們將不會收到出售股東出售普通股的任何收益,除非我們在行使Ascent認股權證時收到的金額。我們因行使Ascent認股權證而收到的任何收益將用於一般企業用途。見標題爲“所得款項用途了解更多信息。
出售股東可以多種不同的方式和不同的價格出售或以其他方式處置本招股說明書中包括的普通股。見標題爲「」的部分分配計劃有關出售股東可能如何出售或以其他方式處置本招股說明書中所提供的普通股的更多信息。由於我們根據Quantum Note、Ascent Note和Ascent認股權證發行普通股,我們的股東可能會經歷重大稀釋。見標題爲“風險因素-與此次發行相關的風險了解更多信息。
在投資之前,您應仔細閱讀本招股說明書、任何適用的招股說明書附錄和任何相關的自由寫作招股說明書。
我們的普通股和公開募股在納斯達克資本市場上市,代碼分別爲「VSEE」和「VSEEW」。2024年11月18日,我們普通股在納斯達克資本市場上的最後報告售價爲每股1.34美元,我們在納斯達克資本市場上的公開許可證最後報告售價爲每份公開許可證0.040美元。
根據聯邦證券法的定義,我們是一家「較小的報告公司」,因此,我們有資格在本招股說明書和未來的文件中享受降低的上市公司報告要求。見“招股說明書摘要-作爲一家較小的報告公司的影響”.
投資我們的證券涉及高度風險。在對我們的證券進行任何投資之前,您應閱讀並仔細考慮本招股說明書“標題下描述的風險危險因素「從第頁開始」11在我們提交給美國證券交易委員會的文件中。
美國證券交易委員會和任何州證券委員會都沒有批准或不批准這些證券,也沒有確定本招股說明書是否屬實或完整。任何相反的陳述都是刑事犯罪。
本招股說明書日期爲 ,2024年
關於這份招股說明書
本招股說明書是我們向美國證券交易委員會(「美國證券交易委員會」)提交的S-1表格註冊說明書的一部分。根據這一登記程序,出售股票的股東可以不時地出售他們在本招股說明書中所描述的證券。除吾等將於行使Ascent認股權證時收到的款項外,吾等將不會從出售股東出售本招股說明書所述證券的任何收益中收取任何款項。
吾等亦可提交招股說明書補充文件或對註冊說明書作出生效後的修訂,而本招股說明書是招股說明書的一部分,可能包含與本次發售有關的重要資料。招股說明書補充或生效後的修改,也可以對本招股說明書所載信息進行增補、更新或變更。如果本招股說明書中的信息與適用的招股說明書補充或生效後修訂有任何不一致之處,您應以招股說明書補充或生效後修訂爲準。在購買任何證券之前,您應仔細閱讀本招股說明書、任何生效後的修訂和任何適用的招股說明書附錄,以及標題下描述的其他信息。在那裏您可以找到更多信息。”
吾等或出售股東均未授權任何人向閣下提供任何資料或作出任何陳述,但本招股說明書所載或以引用方式併入本招股說明書、任何生效後修訂或由吾等或代表吾等或吾等向閣下提交的任何適用招股章程副刊除外。我們和出售股票的股東對其他人可能向您提供的任何其他信息的可靠性不承擔任何責任,也不能提供任何保證。本招股說明書是一項僅出售在此提供的證券的要約,但僅限於在合法的情況下和在司法管轄區內。您不應假定本招股說明書或任何適用的招股說明書附錄中包含的信息在文件正面規定的日期之後的任何日期是準確的,或者我們通過引用併入的任何信息在通過引用併入的文件的日期之後的任何日期是正確的,即使本招股說明書或任何適用的招股說明書附錄是在較晚的日期交付的,或者證券是在較晚的日期出售的。
本招股說明書包含本文所述部分文件中包含的某些條款的摘要,但參考實際文件以獲取完整信息。所有的摘要都被實際文件完整地限定了。本招股說明書所指的某些文件的副本已存檔、將存檔或將以引用方式併入作爲本招股說明書一部分的註冊說明書的證物,您可以獲得下文標題爲「」的部分所述的這些文件的副本在那裏您可以找到更多信息.”
1
選定的定義
「額外過橋票據」是指於2023年11月21日簽署過橋函協議時購買的本金爲111,111.33美元的10%原始發行貼現優先擔保本票,本金爲111,111.33美元,將於2025年5月21日到期;(2)於2024年1月至25日購買的55,555.67美元,將於2025年7月25日到期,保證利息年利率爲8.00%,並可轉換爲DHAC普通股,面值0.0001美元,初始固定轉換價格爲每股10.00美元。
《經修訂的憲章》是指VSee Health,Inc.於2024年6月24日生效的第二份經修訂的《公司註冊證書》。
「A&R貸款轉換SPA」是指DHAC、VSee Lab/IDOC(視情況適用)和Bridge Investor於2023年11月21日簽訂並於2024年2月13日修訂和重述的某些證券購買協議。
「Ascent」指的是Ascent Partners Fund LLC,一家特拉華州的LLC,簽署Ascent購買協議的投資者。
「Ascent承諾股」是指Ascent於2024年9月30日因簽署Ascent購買協議而發行的100,000股普通股。
「升息票據」是指本金總額2,222,222.22美元的10%原始發行貼現可轉換本票,年利率爲10%,並可按每股2.00美元的固定初始轉換價格轉換爲公司普通股。
「Ascent購買協議」指本公司於2024年9月30日與Ascent Investor訂立的可轉換票據購買協議,據此,Ascent Investor認購及購買,本公司於2024年9月30日向Ascent Investor發行及出售Ascent Note。
「Ascent認股權證」是指於2024年9月30日向Ascent發行並於2024年11月8日修訂的740,741份五年期認股權證,每份代表有權以2.25美元的初始行權價購買一股普通股,但須經某些調整。
「董事會」是指VSee Health,Inc.的董事會。
「Bridge修正案」是指DHAC、VSee、IDOC和Bridge Investors之間於2023年11月21日簽署的修改原來Bridge SPA的書面協議。
「Bridge RRA」是指DHAC與Bridge Investor於2022年10月5日簽訂並於2024年1月22日進一步修訂的註冊權協議。
「橋式SPA」或「橋式證券購買協議」是指經橋式修正案修訂的原有橋式SPA。
「過橋認股權證」是指173,913個五年期認股權證,每份代表有權以11.50美元的初始行使價購買一股普通股,經某些調整後,於2022年10月5日發行給橋樑投資者,並於2024年11月8日修訂。
「Bridge Investor」指的是Dominion Capital and LLC。
「業務合併」是指VSee合併、IDOC合併以及《業務合併協議》所考慮的其他交易。
「企業合併協議」是指日期爲2023年11月21日的第三次修訂和重新簽署的企業合併協議,經2024年2月13日的第一修正案和2024年4月17日的第二修正案修訂,由DHAC、合併分部I、合併分部II、VSEE和IDOC之間修訂,可根據其條款不時進行修訂、修改、補充或豁免。
「橋樑票據」指於2022年10月5日發行予橋樑投資者的10%原始發行貼現優先擔保本票,本金金額分別爲888,888.80美元(「DHAC橋樑票據」)、666,666.60美元(「VSee橋樑票據」)及666,666.60美元(「IDOC橋樑票據」),本金總額約2,222,222美元。
2
《附則》指的是VSee Health,Inc.的附則。
「成交」是指於2024年6月24日完成《企業合併協議》中規定的交易。
「公司」、「我們」或「VSee Health`」指的是VSee Health,Inc.(或DHAC,如上下文所示,在業務合併之前)。
「普通股」是指公司的普通股,每股票面價值0.0001美元。
「大陸」是指大陸股票轉讓信託公司。
「轉換股份」是指根據A&R貸款轉換水療中心於2024年6月24日授予Bridge Investors的60萬股普通股。
「DGCL」指的是修訂後的特拉華州公司法。
「DHAC」指的是數字健康收購公司,該公司是特拉華州的一家公司,也是VSee Health,Inc.在業務合併之前的前身。
DHAC橋樑票據是指DHAC於2022年10月5日向橋樑投資者發行的本金爲888,888.80美元的10%原始發行貼現優先擔保本票。
「股權購買協議」指於2023年11月21日與Bridge Investor訂立的股權購買協議,根據該協議,本公司可向Bridge Investors出售及發行,Bridge Investor有責任在自交易結束後第六(6)個交易日起的36個月期間,不時向本公司購買最多50,000,000美元的本公司新發行普通股。
「股權購買票據」是指本金爲500,000美元的優先無擔保可轉換票據,可按每股10美元的固定轉換價格轉換爲公司普通股。
《交易法》指的是1934年修訂的《證券交易法》。
「交換協議」指DHAC、VSee Lab、IDOC與出售股東於2023年11月21日訂立的交換協議,根據該協議,(I)DHAC橋式票據、(Ii)VSee橋式票據本金600,000美元以外及(Iii)IDOC橋式票據本金600,000美元以外的應付款項將於交易結束時交換爲交易所票據。
「交換票據」是指本公司向出售股東發行的本金總額爲2,523,744.29美元的高級擔保可轉換本票,將由本公司、VSEE和IDOC各自擔保,年利率爲8.00%,並將按每股10美元的初始固定轉換價格轉換爲公司普通股。
「交易所RRA」是指出售股東與本公司於2024年6月底根據交換協議的條款訂立的登記權協議。
「高鐵法案」指的是1976年的哈特-斯科特·羅迪諾反托拉斯改進法案。
「IDOC」指的是德克薩斯州的IDOC虛擬遠程健康解決方案公司。
IDOC橋樑票據是指IDOC於2022年10月5日向橋樑投資者發行的本金爲666,666.60美元的10%原始發行貼現優先擔保本票。
「首次公開發售」或「IPO」是指DHAC根據IPO登記聲明於2021年11月3日生效並於2021年11月8日截止的首次公開招股。
「投資公司法」是指經修訂的1940年投資公司法及其頒佈的規則和法規。
「合併子公司I」是指DHAC合併子公司I,Inc.,一家特拉華州公司,也是DHAC的全資子公司。
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「Merge Sub II」是指DHAC Merge Sub II,Inc.,DHAC的全資子公司,德克薩斯州公司。
「納斯達克」指的是「納斯達克」股票市場。
2022年10月5日承諾股是指2022年10月5日向出售股東發行的3萬股普通股。
「原橋SPA」是指DHAC、VSee Lab、IDOC和Bridge Investor於2022年10月5日簽訂的證券購買協議。
「Quantum Investor」是指執行Quantum購買協議的投資者Quantum Assets SPV,LLC,一家佛羅里達有限責任公司。
「量子票據」是指本金總額爲3,000,000美元、本金總額爲7%的原始發行貼現可轉換本票,按年息12厘計息,並可按(1)每股10美元的固定轉換價(根據其條款重置至每股3.20美元)轉換爲DHAC的普通股股份;或(2)緊接轉換日期或其他厘定日期前七(7)個連續七(7)個交易日內每日最低VWAP(定義見量子票據)的85%或85%,該等轉換價格須予重置。
「量子購買協議」指DHAC於2023年11月21日與Quantum Investor訂立的可換股票據購買協議,據此,Quantum Investor認購及購買,而本公司於2024年6月25日發行及出售予Quantum Investor,即Quantum Note,並於2024年7月3日修訂。
「SCS」指的是SCS,LLC,佛羅里達州的一家有限責任公司。
「SCS股份」是指根據SCS SPA授予SCS的202,500股普通股。
「SCS SPA」是指本公司與SCS於2024年11月8日簽訂的某些證券購買協議。
「美國證券交易委員會」是指美國證券交易委員會。
「出售股東」統稱爲Ascent、Quantum Investor、SCS和Tidewater。
A系列優先股是指本公司的A系列可轉換優先股,每股票面價值0.0001美元。
「贊助商」指的是特拉華州的有限責任公司「數字健康贊助商有限責任公司」。
「Tidewater」指的是Tidewater Ventures,LLC。
「Tidewater轉貸款SPA」是指DHAC、IDOC和Tidewater之間於2023年11月21日簽訂並於2024年2月13日修訂和重述的某些證券購買協議。
Tidewater股份是指根據Tidewater貸款轉換SPA於2024年6月24日授予Tidewater的292,500股普通股。
「公開認股權證」是指VSee Health,Inc.在納斯達克資本市場上市的公開認股權證,交易代碼爲「VSEEW」。
「VSee Lab」指的是特拉華州的VSee Lab,Inc.。
「VSee Bridge票據」是指VSee Lab於2022年10月5日向Bridge Investor發行的本金額爲666,666.60美元的10%原始發行折扣優先擔保期票。
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關於前瞻性陳述的警示說明
本招股說明書包括有關VSee Health的商業和財務方面的計劃、戰略和前景的前瞻性陳述。這些陳述是基於VSee Health管理層的信念和假設。儘管VSee Health認爲這些前瞻性聲明中反映或暗示的計劃、意圖和預期是合理的,但VSee Health不能向您保證它將實現或實現這些計劃、意圖或期望。前瞻性陳述本身就會受到風險、不確定性和假設的影響。一般而言,非歷史事實的陳述,包括有關未來可能或假定的行動、業務戰略、事件或經營結果的陳述,均爲前瞻性陳述。這些聲明可在「相信」、「估計」、「預期」、「項目」、「預測」、「可能」、「將」、「應該」、「尋求」、「計劃」、「預定」、「預期」或「打算」等詞語之前、之後或包括在內。本招股說明書中包含的前瞻性陳述包括但不限於以下陳述:
● | 企業合併的預期效益; |
● | 發生任何事件、變化或其他情況,包括可能對公司提起的任何法律訴訟的結果; |
● | 有能力維持普通股在納斯達克的上市; |
● | 公司的預計財務信息、預期增長率、市場機會和財務業績; |
● | 公司目前的計劃和運營受到干擾的風險; |
● | 認識到公司業務的預期收益的能力,這些收益可能受到競爭的影響,以及以盈利的方式增長和管理增長並留住關鍵員工的能力; |
● | 公司在企業合併後能否成功留住或招聘其高級管理人員、主要員工或董事,或進行必要的變動; |
● | 公司未來融資的能力; |
● | 公司產品開發活動的成功、成本和時機; |
● | VSee Lab和iDoc現有產品的商業化和採用以及公司未來產品的成功; |
● | VSee Lab、iDoc和公司產品和服務的潛在屬性和好處; |
● | 公司爲其產品獲得和維持監管機構批准的能力,以及任何已批准產品的任何相關限制和限制; |
● | 法律、稅收和監管變化的影響; |
● | 公司識別、許可或獲取其他技術的能力; |
● | 公司維持現有許可證、製造和供應協議的能力; |
● | 公司產品市場的規模和增長潛力,以及各自單獨或與他人合作服務這些市場的能力; |
● | 公司產品和服務的定價以及使用公司產品和服務進行醫療程序的報銷; |
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● | 公司對費用、收入、資本需求和額外融資需求的估計; |
● | 與公司業務相關的成本; |
● | 公司未來融資的能力; |
● | 公司對費用、未來收入、資本需求和額外融資需求的估計; |
● | 公司與目前營銷或從事開發產品和服務的其他公司競爭的能力,這些產品和服務爲從事蛋白質組分析的客戶提供服務,其中許多公司擁有比公司更多的財務和營銷資源; |
● | 與公司業務、運營和財務業績相關的因素,包括市場狀況以及公司無法控制的全球和經濟因素; |
● | 本招股說明書第12頁開始題爲「風險因素」的部分披露的其他因素,該招股說明書通過引用併入本文。 |
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招股說明書摘要
以下摘要重點介紹了本招股說明書中其他部分以及通過引用併入的文件中包含的信息。此摘要並不完整,可能不包含您在投資我們的證券之前應考慮的所有信息。在作出投資決定前,閣下應仔細閱讀整份招股說明書及本招股說明書中以參考方式併入本招股說明書的文件,尤其是在「風險因素」標題下討論的投資我們證券的風險,以及以參考方式併入本招股說明書的財務報表及相關附註。除本招股說明書另有說明或上下文另有要求外,本招股說明書中提及的以及本招股說明書中以引用方式併入的文件中的「公司」、「我們」、「VSee Health」和「VSEE」是指特拉華州的VSee Health,Inc.及其全資擁有的合併子公司VSee Lab,Inc.(「VSee Lab」)和IDOC虛擬遠程健康解決方案公司(「IDOC」)。
本招股說明書包括涉及風險和不確定因素的前瞻性陳述。有關前瞻性陳述,請參閱「告誡說明」。
本招股說明書包括我們或其他公司擁有的商標、服務標記和商號。本招股說明書中包含的所有商標、服務標誌和商品名稱均爲其各自所有者的財產。
概述
通過我們的全資子公司VSee Lab,我們爲美國醫院和企業提供全面的遠程醫療平台。通過VSee Lab,我們提供了一套遠程醫療軟件構建塊、數據連接器和工作流模板,可以快速配置到客戶的工作流中。我們的產品允許沒有編程經驗的臨床醫生將我們的構建塊配置到他們現有的工作流程中,而不需要程序員編寫代碼。此外,我們的構建塊允許程序員通過簡單的編碼來提高他們的生產力,以將我們的構建塊-即低代碼-拼湊在一起。
我們平台的核心是一套全面的遠程醫療軟件構建塊,包括按需訪問、安排預約、接收表格、同意和合規簽名、團隊協調、統一通信、遠程檢查和遠程患者監控、支付(包括保險處理、臨床記錄、行政控制面板和分析)。這些構建塊集可以通過HL7、FHIR和sftp連接到Epic和Cerner等電子病歷系統。最後,我們提供了一組模板來快速、輕鬆地創建遠程醫療工作流。整個遠程醫療平台建立在可擴展的服務器架構上,並且符合HIPAA和SOC2外部審核。VSee Lab也符合GDPR,並支持單點登錄(SSO)和多因素身份驗證(MFA)。
我們將遠程醫療軟件工具交到臨床醫生手中,使他們能夠在不編程的情況下進行更改,從而實現最佳的患者結果。我們爲我們的客戶提供專門構建的功能,使他們能夠與臨床和非臨床同事協作,安全地協調患者護理,進行虛擬患者探視,包括遠程體檢和遠程患者監控,並提供一個分析儀表板來管理其整個遠程醫療操作,從患者滿意度評分到患者等待時間再到人員分配。我們使臨床醫生能夠創建他們想要的工作流程,而無需等待IT;今天,大多數臨床醫生感到無助,因爲IT部門往往無法滿足臨床醫生的需求。
爲了通過VSee Lab補充我們的產品,我們還通過我們的全資子公司IDOC提供高敏感度患者護理解決方案。通過IDOC我們提供。通過在神經科重症監護病房(神經重症監護病房)、心臟重症監護病房(外科和麻醉重症監護病房)和醫療重症監護病房(肺和重症監護病房重症監護病房)提供醫生服務,提供專門的重症監護病房服務。
我們致力於成爲解決方案提供商,利用複雜的遠程醫療解決方案來彌合護理差距,從而解決整個護理過程中缺乏強化治療人員的問題。在後Covid,醫生職業倦怠衛生保健系統中,我們的目標是爲醫生職業倦怠和患者缺乏獲得高質量重症監護的機會提供解決方案。通過使用先進的領先遠程醫療軟件和硬件設備,我們可以在ICU環境中接觸到具有最高敏銳度的高技能醫生。我們在主要醫院系統和其他客戶的重症監護病房提供精英醫生服務。我們的核心服務通過定製的內部虛擬醫療保健技術平台提供一般危重護理、神經學、腦電波讀數和神經危重護理。我們還爲各種各樣的客戶提供服務,從大型醫院系統到小型/微型醫院,從長期急性護理(LTAC)設施到聯邦監獄系統等。我們將危重患者與高質量的神經強化醫師、普通和心臟強化醫師以及專科電子會診聯繫起來,幫助改善患者的治療結果,並在降低醫療系統成本的同時,提高工作效率和醫生的職業倦怠。我們與每家醫院合作制定了獨特的質量控制計劃,通過開發醫院專用報告儀表板來監控和實現高質量的危重護理質量。此外,對當前的工作流程和協議進行評估,以調整以納入重症監護。與ICU團隊一起持續改進流程和重新調整目標指標,以最大限度地提高患者安全和改善結果。
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作爲一家較小的報告公司的影響
我們是一家「較小的報告公司」,這意味着我們非關聯公司持有的普通股市值不到70000美元萬,在最近結束的財年中,我們的年收入不到10000美元萬。在此次發行後,如果(I)在我們第二財季的最後一個工作日,我們由非關聯公司持有的股票的市值低於25000美元萬,或(Ii)在最近結束的財年,我們的年收入低於10000美元萬,並且非關聯公司持有的我們股票的市值低於70000美元萬,我們可能會繼續成爲一家規模較小的報告公司。具體地說,作爲一家較小的報告公司,我們可能會選擇在我們的10-k年報中只公佈最近兩個財政年度的經審計財務報表,而較小的報告公司已經減少了有關高管薪酬的披露義務。
風險因素摘要
投資我們的證券涉及風險。您應仔細考慮中所述的風險。危險因素從第12頁開始,然後再決定投資我們的證券。如果這些風險中的任何一項實際發生,我們的業務、財務狀況和經營結果都可能受到重大不利影響。下面總結了與我們的業務和行業相關的一些風險。
● | 我們在一個競爭激烈的行業中運營,如果其中任何一個不能有效競爭,其業務、財務狀況和運營結果都將受到損害。 |
● | 我們的軟件和解決方案的需求水平和市場利用率受到高度不確定性的影響。 |
● | 我們未來可能會虧損,此後可能再也無法實現或維持盈利。 |
● | 我們的業務和我們經營的市場的發展和快速演變的性質可能會使我們很難評估我們的業務。 |
● | 我們的業務、經營結果和財務狀況可能會在季度和年度基礎上發生波動,如果這種波動導致無法滿足我們可能提供的任何預測或證券分析師或投資者的預期,可能會導致我們的股價下跌。 |
● | 我們的業務、財務狀況和運營結果已經並可能繼續受到新冠肺炎大流行或未來類似流行病或其他不利公共衛生事態發展的不利影響,包括政府對此類事件的反應。 |
● | 我們的銷售週期可能很長且不可預測,需要相當長的時間和費用。因此,我們的銷售額、收入和現金流很難預測,而且可能在不同時期有很大差異,這可能會導致我們的運營結果大幅波動。 |
● | 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。 |
● | 我們的業務依賴於醫生和內科醫生的能力,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。 |
● | 經濟不確定性或整體經濟長期低迷,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。 |
● | 如果我們現有的客戶不繼續或與我們續簽合同、以較低的費用水平續簽或拒絕從他們那裏購買額外服務,我們的業務可能會受到損害。 |
● | 我們的遠程醫療業務和增長戰略取決於我們維護和擴大我們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商專家的網絡的能力。如果我們無法維持和擴大我們的網絡,我們未來的增長將是有限的,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附屬專業實體的關係來提供醫療服務,如果這些關係被破壞,我們的業務將受到損害。 |
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● | 如果我們不能開發和發佈新的解決方案,或對現有解決方案進行成功的增強、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技術支持服務的行爲都可能損害我們與客戶的關係以及我們的財務業績。 |
● | 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我們支持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。 |
● | 我們的管理團隊在做出戰略決策以執行我們的增長計劃方面擁有廣泛的自由裁量權,不能保證管理層的決策將成功實現我們的業務目標,或不會產生對我們的增長前景產生負面影響的意外後果。 |
● | 我們可能會收購其他公司或技術,這可能會分散我們管理層的注意力,導致對我們股東的稀釋,或者以其他方式擾亂我們的運營,我們可能難以成功整合任何此類收購或實現其預期收益,其中任何一項都可能損害我們的業務。 |
● | 如果我們無法增長,或者如果我們無法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。 |
● | 如果我們用來確定潛在市場總規模的估計和假設不準確,我們未來的增長率可能會受到影響,我們的業務也會受到損害。 |
● | 我們可能不會以歷史上實現的速度增長,或者根本不會,即使我們的關鍵指標可能表明增長,這可能會對我們普通股的市場價格產生不利影響。 |
● | 我們未來可能會受到訴訟的影響,這可能是昂貴和耗時的辯護。 |
● | 我們可能會受到醫療責任索賠的影響,這可能會導致我們產生巨額費用,如果不在保險範圍內,我們可能需要支付重大損害賠償,並可能損害我們的業務。 |
● | 稅務機關可能會成功地斷言,我們應該或將來應該徵收銷售和使用稅、增值稅或類似稅,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更多資本,以支持業務增長,而這些資本可能無法以可接受的條件獲得,如果根本沒有的話。 |
● | 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重大損失。 |
企業信息
我們是以「數字健康收購公司」的名義成立的。2021年3月30日,根據特拉華州法律,進行涉及一個或多個其他企業的合併、資本股票交換、資產收購、股票購買、重組或類似的企業合併。於2024年6月24日,吾等根據日期爲2023年11月21日的《企業合併協議》完成業務合併,該協議經我們與VSee Lab和IDOC簽訂的於2024年2月13日的第一次修訂及於2024年4月17日的第二次修訂(經修訂後的《企業合併協議》)修訂。在完成業務合併後,我們將我們的名稱更名爲「VSee Health,Inc.」。而VSee Lab和IDOC的業務成爲了我們的業務。
我們的主要執行辦公室位於佛羅里達州博卡拉頓,304N Federal Hwy#980N,我們的電話號碼是(33432)672-7068。我們的網站是:https://vseehealth.com/.
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供品
發行人 |
| VSee Health,Inc. |
正在發行的證券 | 最多4,495,119股公司普通股,包括: (i) 轉換量子票據後,最多可發行1,881,600股普通股; (ii) 最多1,277,778股Ascent票據轉換後可發行的普通股,740,741股根據Ascent認股權證可發行的普通股,以及100,000股Ascent承諾股; (iii) 根據Tidewater貸款轉換SPA於2024年6月24日向Tidewater發行的292,500股普通股;以及 (iv) 根據SCS SPA向SCS發行的202,500股普通股。 上述數字假設以2.00美元的底價悉數轉換量子票據(包括其全數利息)及以2.00美元的初始固定轉換價全數轉換Ascent票據及以2.25美元的行使價悉數行使Ascent認股權證。不能保證(I)Quantum Note或Ascent Note(或其全部票據金額)將轉換爲普通股股份,或(Ii)Ascent認股權證將針對普通股股份行使。 | |
本次發行前已發行的普通股 | 15,664,778股 | |
所得款項用途 | 我們不會收到出售股東出售或其他處置普通股股份的任何收益,但我們在行使Ascent Warren時收到的金額除外。請參閱本招股說明書標題爲「」的部分所得款項用途“以獲取更多信息。 | |
普通股市場和股票代碼 | 我們的普通股和公開募股在納斯達克資本市場上市,代碼分別爲「VSEE」和「VSEEW」。2024年11月18日,我們在納斯達克資本市場上最後報告的普通股和公開募股的出售價格爲每股1.34美元,每份配股0.040美元。 | |
危險因素 | 投資我們的證券涉及高度風險,並可能導致您的全部投資損失。請參閱“危險因素從第12頁開始,以及通過引用包含在本招股說明書中的其他信息,以討論您在決定投資我們的證券之前應仔細考慮的因素。 |
普通股的數量是根據截至2024年11月18日的已發行普通股計算的,截至該日,不包括以下內容:
● | 6,158股A系列優先股,可轉換爲最多3,079,000股普通股; |
● | 根據公司2024年股權激勵計劃預留供發行的普通股2,544,021股,包括已發行的803,646股股票期權和可供未來發行的1,740,375股普通股; |
● | 在轉換公司某些可轉換票據時,最多可發行3,740,113股普通股,底價爲2.00美元或固定轉換價格爲10.00美元(不包括其權益);以及 |
● | 最多1,497,740股普通股,可在行使公司已發行的私募認股權證時發行。 |
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風險因素
投資我們的證券涉及高度的風險。在做出投資決定之前,您應該仔細考慮下面所述的風險。我們的業務、前景、財務狀況或經營業績可能會受到任何這些風險的損害,以及我們不知道或我們認爲截至招股說明書之日不重要的其他風險。由於上述任何一種風險,我們證券的交易價格可能會下跌,因此,您可能會損失全部或部分投資。
與此次發行相關的風險
出售股份的股東可能會大量出售股份,導致本公司現有股東所持普通股的價值大幅縮水。
根據Quantum Note和Ascent Note的條款,在發行普通股股份將導致各自的出售股東實益擁有我們當時已發行普通股的4.99%以上的情況下,不得將其轉換爲普通股股份。然而,我們無權控制根據本協議登記轉售的股份的出售股東出售任何股份的時間和金額。此外,這些限制並不阻止出售股東出售與該等票據轉換有關的普通股股份,然後在隨後的發行中獲得額外的普通股股份。通過這種方式,各自的出售股東可以在相對較短的時間內出售超過4.99%的普通股流通股,而在任何時候都不會持有超過4.99%的普通股。
由於我們普通股的大量出售,特別是我們的董事、高管和大股東的出售,我們普通股的市場價格可能會下降。此外,在本協議項下登記出售我們普通股的股份,可能會造成一種通常稱爲「懸而未決」的情況,即有大量普通股可供出售,或市場上認爲持有大量普通股的人打算出售其股份。
懸而未決的存在和對此類出售的預期,無論是否已經發生或正在發生,都可能導致我們普通股的市場價格下跌。這可能會使我們在未來以我們認爲合理或適當的時間和價格出售股權或與股權相關的證券來籌集額外融資的能力變得更加困難。
我們承諾發行普通股或可轉換爲普通股的證券,可能會對我們的股東造成重大稀釋。
Quantum票據將按年利率12.00%計入擔保利息,並可於緊接兌換日期或其他厘定日期之前的連續七(7)個交易日內,以每股3.20美元(根據其條款重設兌換價格後)或每日最低VWAP(定義見Quantum Note)的85%的固定換股價轉換爲本公司普通股。Ascent Note的年息爲10%,可按每股2.00美元的換股價格轉換爲本公司普通股。本公司已同意,於轉換遞增票據時,不會發行任何超過納斯達克規則(「交易所上限」)所規定的股票發行上限的普通股,除非本公司就發行超過該交易所上限的普通股取得股東批准。此外,普通股股票可在行使Ascent認股權證後發行。
在Quantum Note和Ascent Note轉換後發行普通股以及行使Ascent認股權證,將稀釋我們普通股持有人的絕對百分比所有權權益,稀釋我們普通股的每股賬面價值,並增加我們公開交易的股票數量,這可能會壓低我們普通股的市場價格。
我們根據Quantum Note和Ascent Note的條款發行普通股的承諾可能會鼓勵第三方賣空,這可能會導致我們的股價未來下跌。
我們根據Quantum Note和Ascent Note的條款發行普通股的承諾可能會對我們的普通股價格造成重大下行壓力。在這樣的環境下,賣空者可能會加劇我們股價的任何下跌。如果大量賣空我們的普通股,我們普通股的股價可能會比沒有這種活動的環境下的跌幅更大。這可能導致我們普通股的其他持有者出售他們的股份。如果我們的普通股在市場上出售的股票比市場吸收的多得多,我們的普通股的價格可能會下降。
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出售股票的股東可以參與賣空我們的普通股。它可以與經紀自營商進行套期保值交易,經紀自營商在對所持頭寸進行套期保值的過程中,可能會賣空普通股股票。出售股東亦可賣空普通股,並交付本招股說明書所涵蓋的普通股,以平倉及歸還與該等賣空有關的借入股份。出售股票的股東也可以將普通股出借或質押給經紀自營商,經紀自營商又可以出售普通股。這種活動可能會導致我們普通股的市場價格下跌。
我們可能需要額外的融資來維持我們的運營,如果沒有這些融資,我們可能無法繼續運營,後續融資的條款可能會對我們的股東產生不利影響。
我們在多大程度上依賴本公司的現有投資者(包括本公司的出售股東)作爲資金來源將取決於許多因素,包括我們普通股的現行市場價格以及我們能夠從其他來源獲得營運資金和其他資金的程度。如果從我們目前的投資者那裏獲得足夠的資金被證明是不可用的或令人望而卻步的稀釋,我們將需要獲得另一個資金來源,以滿足我們的營運和其他資本需求。除了Quantum Note和Ascent Note以及本文討論的其他證券購買交易外,我們可能還需要額外的資本來全面實施我們的業務、運營和發展計劃。如果我們需要時無法獲得維持營運資金需求所需的融資,或融資成本高得令人望而卻步,其後果可能是對我們的業務、經營業績、財務狀況和前景產生實質性的不利影響。根據我們尋求的任何融資的類型和條款,股東的權利及其在我們普通股中的投資價值可能會減少。融資可能涉及一種或多種證券,包括普通股、可轉換債券或用於收購普通股的認股權證。這些證券的發行價可以等於或低於當時我們普通股的現行市場價格。如果我們需要時無法獲得維持營運資金需求所需的融資,或融資成本高得令人望而卻步,其後果可能是對我們的業務、經營業績、財務狀況和前景產生實質性的不利影響。
與我們的業務運營相關的風險
我們在一個競爭激烈的行業中運營,如果其中任何一個不能有效競爭,其業務、財務狀況和運營結果都將受到損害。
遠程醫療市場發展迅速,競爭激烈。我們預計,隨着現有競爭對手和新進入者將新的遠程醫療服務和軟件平台或其他技術引入美國醫療保健提供商,特別是醫院和醫療保健系統,未來競爭將會加劇。我們目前面臨着來自一系列公司的競爭,包括其他現有的遠程醫療諮詢服務提供商和專業軟件提供商,這些公司正在繼續擴大和加強其服務提供,並開發更復雜和有效的交易和服務平台。此外,資金雄厚的大型醫療保健提供者在某些情況下利用自己的和第三方平台開發了自己的遠程醫療服務和技術,並可能向患者提供這些解決方案。電子病歷供應商可以將遠程醫療功能直接構建到其現有系統中,供醫療保健提供者使用,而不是使用我們的解決方案。來自專業遠程醫療服務和軟件提供商、醫療保健提供商和其他方的競爭將導致持續的定價壓力,這可能會導致我們某些服務的價格下降,這可能會對我們的銷售、盈利能力和市場份額產生負面影響。
我們的一些競爭對手可能比我們擁有更高的知名度、更長的運營歷史和更多的資源。此外,我們現有或潛在的競爭對手可能會被擁有更多可用資源的第三方收購。因此,我們的競爭對手可能會比任何一方對新的或不斷變化的機會、技術、標準或客戶要求做出更快、更有效的反應,並可能有能力發起或經受住激烈的價格競爭。此外,現有和潛在的競爭對手已經並可能在未來與互補產品、技術或服務的供應商建立合作關係,以增加其解決方案在市場上的供應。因此,新的競爭對手或聯盟可能會出現,它們擁有比我們更大的市場份額、更大的客戶基礎、更廣泛地採用專有技術、更多的營銷專業知識、更多的財務資源和更多的銷售隊伍,這可能使我們處於競爭劣勢。我們的競爭對手也可以更好地爲遠程醫療市場的某些細分市場服務,這可能會造成額外的價格壓力。鑑於這些因素,即使我們提供的解決方案比我們的競爭對手更有效,現有的或潛在的客戶可能會接受有競爭力的解決方案,而不是購買我們的解決方案。如果我們不能在遠程醫療行業成功競爭,我們的業務、財務狀況和運營結果將受到損害。
此外,我們預計,由於醫療保健行業的整合,競爭將繼續加劇。許多醫療保健行業參與者正在進行整合,以創建具有更大市場力量的綜合醫療保健提供系統。AS
12
provider networks and managed care organizations consolidate, thus decreasing the number of market participants, competition to provide services like ours will become more intense, and the importance of establishing and maintaining relationships with key industry participants will become greater. These industry participants may try to use their market power to negotiate price reductions for our telemedicine consultation and platform services. If we are forced to reduce our prices and are unable to achieve a corresponding reduction in our expenses, our revenues would decrease, which could harm our business.
The level of demand for and market utilization of our software and solutions are subject to a high degree of uncertainty.
The market for telemedicine services and related technology is characterized by rapid change. As telemedicine specialty consultation workflows and related business drivers continue to evolve, the level of demand for and market utilization of our telemedicine services and platform remain subject to a high degree of uncertainty. Our success will depend to a substantial extent on the willingness of healthcare organizations to use, and to increase the frequency and extent of their utilization of, our solutions and our ability to demonstrate the value of telemedicine to healthcare providers. If healthcare organizations do not recognize or acknowledge the benefits of these telemedicine services platform or if either is unable to reduce healthcare costs or generate positive health outcomes, then the market for our solutions might not develop at all, or it might develop more slowly than we expect. Similarly, negative publicity regarding patient confidentiality and privacy in the context of technology-enabled healthcare or concerns about our solutions or the telemedicine market as whole could limit market acceptance of our solutions. If clients do not perceive the benefits of our solutions, then the market may not develop at all, or it may develop more slowly than we expect. Achieving and maintaining market acceptance of our solutions could be negatively affected by many factors, including:
● | the quality, popularity, pricing and timing of telemedicine consultation services utilized by us and our competitors; |
● | general economic conditions, particularly economic conditions adversely affecting discretionary and reimbursable healthcare spending; |
● | federal and state policy initiatives impacting the need for, fraud and abuse concerns regarding, and pricing of telemedicine services; |
● | changes in client needs and preferences; |
● | the development of specialty care practice standards or industry norms applicable to telemedicine consultation services; |
● | the availability of other forms of medical and telemedicine assistance; |
● | lack of additional evidence or peer-reviewed publication of clinical evidence supporting the safety, ease-of-use, cost-savings or other perceived benefits of our solutions over competitive products or other currently available methodologies; |
● | perceived risks associated with the use of our solutions or similar products or technologies generally; and |
● | critical reviews and public tastes and preferences, all of which change rapidly and cannot be predicted. |
In addition, our solutions may be perceived by clients or potential clients to be more complicated or less effective than traditional approaches, and may be unwilling to change their current healthcare practices. Healthcare providers are often slow to change their medical treatment practices for a variety of reasons, including perceived liability risks arising from the use of new products and services and the uncertainty of third-party reimbursement. Accordingly, healthcare providers may not recommend our solutions until there is sufficient evidence to convince them to alter their current approach. Any of these factors could adversely affect the demand for and market utilization of our solutions, which would harm its business.
We may incur losses in the future, and thereafter may never achieve or sustain profitability again.
We expect our costs will increase in the foreseeable future and we may incur losses. We also expect to invest significant additional funds towards enhancing our services and platform, growing our business and operating as a public company and as we continue to invest in increasing our hospital and healthcare system client base, expanding our operations, hiring additional employees, and developing future offerings. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenues sufficiently to offset these higher expenses. Even if we achieve profitability in the future, we may not be able
13
to sustain profitability in subsequent periods. As we expand, we may not generate positive cash flow from operations in any given period. If we are not able to achieve or maintain positive cash flow in the long term, we will require additional financing, which may not be available on favorable terms or at all or which would be dilutive to our stockholders. If we are unable to address these risks and challenges successfully as we encounter them, our business may be harmed. Our failure to achieve or maintain profitability or positive cash flow could negatively affect the value of our common stock.
The developing and rapidly evolving nature of our business and the markets in which we operate may make it difficult to evaluate our business.
We have been creating offerings for the developing and rapidly evolving market for telemedicine services. Each of VSee Lab and iDoc and telemedicine overall has limited operating history with their current solutions and business model makes it difficult to evaluate their business and prospects. It is difficult to evaluate trends that may affect our business and whether our expansion will be profitable. You should consider our business and prospects in light of the risks and difficulties either VSee Lab and/or iDoc encounter or may encounter. These risks and difficulties include those frequently experienced by growing companies in rapidly changing industries, such as determining appropriate investments of our limited resources, market adoption of our existing and future solutions, competition from other companies, acquiring and retaining clients, hiring, integrating, training and retaining skilled personnel, developing new solutions, determining prices for our solutions, unforeseen expenses, and challenges in forecasting accuracy. If we have difficulty launching new solutions, our reputation and business may be harmed. Additional risks include our ability to effectively manage growth and to store, protect and use personal data in compliance with governmental regulation, contractual obligations and other legal obligations related to privacy and security. If our assumptions regarding these and other similar risks and uncertainties, which we use to plan our business, are incorrect or change as we gain more experience operating our businesses or due to changes in our industry, or if we do not address these challenges successfully, our business, financial condition and results of operations could differ materially from our expectations and our business could suffer.
Our business, results of operations, and financial condition may fluctuate on a quarterly and annual basis, which may result in a decline in our stock price if such fluctuations result in a failure to meet any projections that we may provide or the expectations of securities analysts or investors.
Our operating results have in the past and could in the future vary significantly from quarter-to-quarter and year-to-year and may fail to match our past performance, our projections or the expectations of securities analysts because of a variety of factors, many of which are outside of our control. As a result, we may not be able to accurately forecast our operating results and growth rate. Any of these events could cause the market price of our common stock to fluctuate. Factors that may contribute to the variability of our operating results include:
● | the addition or loss of large hospital and healthcare system clients, including through acquisitions or consolidations of such clients; |
● | seasonal and other variations in the timing of our sales and implementation cycles, especially in the case of our large clients; |
● | the timing of recognition of revenue, including possible delays in the recognition of revenue due to sometimes unpredictable implementation timelines; |
● | the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure; |
● | the timing and success of introductions of new products and services by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, hospital and healthcare system clients or strategic partners; |
● | hospital and healthcare system client renewal rates and the timing and terms of such renewals; |
● | the mix of services sold and utilization volume of our services during a period; |
● | the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies; |
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● | technical difficulties or interruptions in our services; |
● | breaches of information security or privacy; |
● | our ability to hire and retain qualified personnel, including cross-licensing and privileging each of our physician networks; |
● | changes in the structure of healthcare provider and payment systems; |
● | changes in the legislative or regulatory environment, including with respect to healthcare, privacy, or data protection, or enforcement by government regulators, including fines, orders, or consent decrees; |
● | the cost and potential outcomes of ongoing or future regulatory investigations or examinations, or of future litigation; |
● | political, economic and social instability, including terrorist activities and health epidemics (including the COVID-19 pandemic), and any disruption these events may cause to the global economy; and |
● | changes in business or macroeconomic conditions. |
The impact of one or more of the foregoing and other factors may cause our operating results to vary significantly. As such, we believe that quarter-to-quarter and year-to-year comparisons of our operating results may not be meaningful and should not be relied upon as an indication of future performance.
The business, financial condition and results of our operations have been and may continue to be adversely impacted by the COVID-19 pandemic or similar epidemics in the future or other adverse public health developments, including government responses to such events.
Since December 2019, SARS-CoV-2, and the resulting disease, COVID-19, has spread to almost every country in the world and all 50 states within the United States. Global health concerns relating to the outbreak of COVID-19 have impacted the macroeconomic environment, and the outbreak has significantly increased economic uncertainty. In addition, any industry connected to the delivery of healthcare services has been significantly disrupted in the attempt to respond to the needs created by the outbreak. The duration and severity of this pandemic is unknown, and the extent of the business disruption and financial impact depend on factors beyond our knowledge and control.
COVID-19 pandemic-related market changes that have caused an increased demand in telehealth solutions and other increases in health systems spending may cause us to invest in additional solutions to meet these needs and may also cause an increase in competitive offerings. If we are not able to make a return on those investments, meet the market demands, or effectively compete in the marketplace, its business results may suffer. Also, the financial impact of COVID-19 or another pandemic, epidemic, or outbreak of an infectious disease may lead to an overall decrease in healthcare spending due to a potential economic downturn and overall uncertainty causing healthcare expenditures to be concentrated in emergency care, which may cause a material impact to our business.
While the potential economic impact brought by and the duration of any pandemic, epidemic, or outbreak of an infectious disease, including COVID-19, may be difficult to assess or predict, the widespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. The impact of any pandemic, epidemic, or outbreak of an infectious disease, including COVID-19, on the needs, expectations, and spending levels of our customers could impact our ability to maintain or grow our business and as a result our operating and financial results could be adversely affected.
The full extent to which the outbreak of COVID-19 will impact our business, results of operations, and financial condition is still unknown and will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the outbreak of COVID-19 has subsided, we may experience materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.
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Our sales cycles can be long and unpredictable and requires considerable time and expense. As a result, our sales, revenues, and cash flows are difficult to predict and may vary substantially from period to period, which may cause our results of operations to fluctuate significantly.
The sales cycle for our solutions from initial contact with a potential lead to contract execution and implementation varies widely by client. Some of our clients undertake a significant and prolonged evaluation process, including to determine whether our solutions meet their unique telemedicine service needs, which frequently involves evaluation of not only our solutions but also an evaluation of those of our competitors, which has in the past resulted in extended sales cycles. Our sales efforts involve educating our clients about the use, technical capabilities and potential benefits of our solutions. Moreover, our large hospital and healthcare system clients often begin to deploy our solutions on a limited basis, but nevertheless demand extensive configuration, integration services and pricing concessions, which increases our upfront investment in the sales effort with no guarantee that these clients will deploy our solution widely enough across their organization to justify our substantial upfront investment. It is possible that in the future that we may experience even longer sales cycles, more complex client needs, higher upfront sales costs and less predictability in completing some of our sales, including as a result of the COVID-19 pandemic, we continue to expand our direct sales force, expand into new territories and market additional solutions and services. If our sales cycles lengthen or our substantial upfront sales and implementation investments do not result in sufficient sales to justify our investments, our business could be harmed.
Developments affecting spending by the healthcare industry could adversely affect our revenues.
The U.S. healthcare industry has changed significantly in recent years, and we expect that significant changes will continue to occur. General reductions in expenditures by healthcare industry participants could result from, among other things:
● | government regulations or private initiatives that affect the manner in which healthcare providers interact with patients, payors or other healthcare industry participants, including changes in pricing or means of delivery of healthcare products and services; |
● | consolidation of healthcare industry participants; |
● | reductions in government funding for healthcare, in particular telehealth; and |
● | adverse changes in business or economic conditions affecting healthcare payors or providers or other healthcare industry participants. |
Any of these changes in healthcare spending could adversely affect our revenues. Even if general expenditures by industry participants remain the same or increase, developments in the healthcare industry may result in reduced spending in some or all of the specific market segments that we serve now or in the future. However, the timing and impact of developments in the healthcare industry are difficult to predict. We cannot assure you that the demand for our solutions and services will continue to exist at current levels or that we will have adequate technical, financial, and marketing resources to react to changes in the healthcare industry.
Our practices relies on physician and physician extender’s abilities and therefore there are potential medical malpractice risks that may adversely affect our business.
Our business may expose them to potential medical malpractice, professional negligence, or other related actions or claims that are inherent in the provision of healthcare services. These claims, with or without merit, could cause them to incur substantial costs and could place a significant strain on our financial resources, divert the attention of management from our core business, harm our reputation and adversely affect our ability to attract and retain clients, any of which could have a material adverse effect on our business, financial condition and results of operations.
Economic uncertainties or prolonged downturns in the general economy, or political changes, could disproportionately affect the demand for our solutions and harm our business.
Current or future economic uncertainties or prolonged downturns could harm our business. Negative conditions in the general economy in the United States, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, political deadlock, natural catastrophes, pandemics, social unrest, warfare and terrorist attacks, could cause a decrease in funds available to our clients and potential clients and negatively affect the growth rate of our business.
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These economic conditions may make it difficult for us and our clients to forecast and plan future budgetary decisions or business activities accurately, and they could cause our clients to reevaluate their decisions to purchase our solutions, which could delay and lengthen our sales cycles or result in cancellations of planned purchases. Furthermore, during challenging economic times or as a result of political changes, our clients may tighten their budgets and face constraints in gaining timely access to sufficient funding or other credit, which could result in an impairment of their ability to make timely payments to us. In turn, we may be required to increase our allowance for doubtful accounts, which would adversely affect our financial results.
To the extent our solutions are perceived by clients and potential clients to be discretionary, our revenues may be disproportionately affected by delays or reductions in general information technology and telemedicine spending. Competitors may respond to market conditions by lowering prices and attempting to lure away our clients. In addition, the increased pace of consolidation in the healthcare industry may result in reduced overall spending on our solutions.
We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within the healthcare industry, or the effect of political changes. If the economic conditions of the general economy or the healthcare industry do not improve, or worsen from present levels, our business could be harmed.
Our existing clients do not continue or renew their contracts with us, renew at lower fee levels or decline to purchase additional services from them, our business may be harmed.
We expect to derive a significant portion of our revenues from renewal of existing client contracts and sales of additional services to existing clients. Factors that may affect our ability to sell additional solutions and services include, but are not limited to, the following:
● | the price, performance and functionality of our software solutions; |
● | the availability, price, performance and functionality of competing solutions; |
● | our ability to develop and sell complementary solutions and services; |
● | changes in healthcare laws, regulations or trends; and |
● | the business environment and strategic priorities of our clients. |
Most of our clients have no obligation to renew their subscriptions for our solutions after the initial term expires. In addition, our clients may negotiate terms less advantageous to them upon renewal, which may reduce our revenues from these clients. If our clients fail to renew their contracts, renew our contracts upon less favorable terms or at lower fee levels or fail to purchase new solutions and services from them, our revenues may decline, or our future revenue growth may be constrained.
Our telemedicine business and growth strategy depends on our ability to maintain and expand our network of established hospital system and telemedicine user bases, board-certified physicians and other provider specialists. If we are unable to maintain and expand our network, our future growth would be limited and ours business would be harmed.
Our success is dependent upon our continued ability to maintain a network of established health care systems providers and established, board-certified physicians and other provider specialists. Our ability to develop and maintain satisfactory relationships with these providers also may be negatively impacted by other factors not associated with either of them, such as changes in Medicare and/or Medicaid reimbursement levels and other pressures on healthcare providers and consolidation activity among hospitals, physician groups and healthcare providers. The failure to maintain or to secure new cost-effective provider contracts may result in a loss of or inability to grow our client base, higher costs, healthcare provider network disruptions, less attractive service for our clients and/or difficulty in meeting regulatory requirements, any of which could harm our business.
Our telemedicine business is dependent on our relationships with affiliated professional entities, which we do not own, to provide medical services, and our business would be harmed if those relationships were disrupted.
There is a risk that U.S. state authorities in some jurisdictions may find that our contractual relationships with our physicians and physician extenders who provide telehealth services violate state’s prohibition against the corporate practice of medicine and related
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professions. The corporate practice of medicine prohibition exists in some form, by statute, regulation, board of medicine or attorney general guidance, or case law, in most states, though there is broad variation between state application and enforcement of the doctrine makes an exact count difficult. These laws generally prohibit the practice of medicine or related professions by lay persons or entities and are intended to prevent unlicensed persons or entities from interfering with or inappropriately influencing a physician or physician extenders’ professional judgment. The extent to which each state considers particular actions or contractual relationships between us and our providers to constitute improper influence of professional judgment varies across the states and is subject to change and to evolving interpretations by state boards of medicine and state attorneys general, among others. As such, we must monitor our compliance with laws in every jurisdiction in which we operate on an ongoing basis, but we cannot guarantee that subsequent interpretation of the corporate practice of medicine or related professions laws will not circumscribe our business operations. State corporate practice of medicine doctrines also often impose penalties on the licensed providers themselves for aiding the corporate practice of medicine, which could discourage physicians from participating in our network of providers.
A material change in corporate practice of medicine interpretation could impact our operations and could impair our ability to provide services to our clients and harm our business.
If we are not able to develop and release new solutions, or successful enhancements, new features and modifications to our existing solutions, our business could be harmed.
To date, we derived a substantial majority of our revenues from sales of solutions from our telemedicine software platforms, and our longer-term results of operations and continued growth will depend on our ability successfully to develop and market new solutions and add in additional modules and feature in a timely manner. In addition, we have invested, and will continue to invest, significant resources in research and development to enhance our existing solutions. If existing clients are not willing to make additional payments for such new solutions, or if new clients do not value such new solutions or enhancements, it could harm our business. If we are unable to predict client and user preferences or other industry changes, or if we are unable to enhance or modify our solutions on a timely basis, we may lose clients. In addition, our results of operations would suffer if our innovations are not responsive to the needs of our clients or if such innovation are not appropriately timed with market opportunity or effectively brought to market. Delays in launching new solutions may open windows of opportunity for new and existing competitors to erode our market share and may negatively impact our revenues and profitability.
Any failure to offer high-quality technical support services may harm our relationships with our clients and our financial results.
Our clients depend on our support organization to resolve any technical issues relating to our services. In addition, our sales process is highly dependent on the quality of our solutions, our business reputation and on strong recommendations from our existing clients. Any failure to maintain high-quality and highly-responsive technical support, or a market perception that we do not maintain high-quality and highly-responsive support, could harm our reputation, adversely affect our ability to sell our solutions to existing and prospective clients, and harm our business.
We offer technical support services with our solutions and may be unable to respond quickly enough to accommodate short-term increases in demand for support services, particularly as we increase the size of our client base. We may also be unable to modify the format of our support services to compete with changes in support services provided by competitors. It is difficult to predict demand for technical support services and if demand increases significantly, we may be unable to provide satisfactory support services to our clients. Additionally, increased demand for these services, without corresponding revenue, could increase costs and adversely affect our results of operations.
Because competition for qualified personnel is intense, we may not be able to attract and retain the highly skilled employees we need to support our continued growth.
To continue to execute on our growth plan, we must attract and retain highly qualified personnel. The pool of qualified personnel with experience working in the healthcare market is limited overall and the competition to hire them is intense. As such, we may not be successful in continuing to attract and retain qualified personnel. We have from time to time in the past experienced, and expect to continue to experience in the future, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In addition, our search for replacements for departed employees may cause uncertainty regarding the future of our business, impact employee hiring and retention, and adversely impact our revenue, financial condition and results of operations. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be harmed.
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We depend on our senior management team, and the loss of one or more of these employees or an inability to attract and retain qualified key personnel could harm our business.
Our success depends largely upon the continued services of our key executive officers. These executive officers are “at-will” employees and therefore may terminate employment with us at any time with no advance notice. We also rely on our leadership team in the areas of research and development, marketing, services and general and administrative functions. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. The replacement of one or more of our executive officers or other key employees would likely involve significant time and costs and may significantly delay or prevent the achievement of our business objectives. In addition, volatility or lack of performance in our stock price may affect our ability to attract and retain replacements should key personnel depart. If we are not able to retain any of our key personnel, our business could be harmed.
Our management team has broad discretion in making strategic decisions to execute our growth plans, and there can be no assurance that management’s decisions will result in successful achievement of our business objectives or will not have unintended consequences that negatively impact our growth prospects.
Our management has broad discretion in making strategic decisions to execute our growth plans and may devote time and company resources to new or expanded solution offerings, potential acquisitions, prospective customers or other initiatives that do not necessarily improve our operating results or contribute to our growth. Management’s failure to make strategic decisions that are ultimately accretive to our growth may result in unfavorable returns and uncertainty about its prospects, each of which could cause the price of our Common Stock to decline.
We may acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders, and otherwise disrupt our operations, and we may have difficulty integrating any such acquisitions successfully or realizing the anticipated benefits therefrom, any of which could harm our business.
We intend to acquire or invest in additional businesses, applications and services or technologies that we believe could complement or expand our solutions, enhance our technical capabilities or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating and pursuing suitable acquisitions, whether or not they are consummated.
In addition, if we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including, but not limited to:
● | inability to integrate or benefit from acquired technologies or services in a profitable manner; |
● | unanticipated costs or liabilities, including legal liabilities, associated with the acquisition; |
● | difficulty integrating the accounting systems, operations and personnel of the acquired business; |
● | difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business; |
● | difficulty converting the clients of the acquired business onto our platform and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company; |
● | diversion of management’s attention from other business concerns; |
● | adverse effects to our existing business relationships with business partners and clients as a result of acquisitions; |
● | the potential loss of key employees or contractors; |
● | use of resources that are needed in other parts of our business; and |
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● | use of substantial portions of our available cash to consummate the acquisition. |
In addition, a significant portion of the purchase price of businesses we acquire may be allocated to acquired goodwill and other intangible assets, which must be assessed for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our results of operations based on this impairment assessment process, which could adversely affect our results of operations.
Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our results of operations or cause the market price of our common stock to decline. In addition, if an acquired business fails to meet our expectations, our business may be harmed.
If we are unable to grow, or if we fail to manage future growth effectively, our revenues may not increase and we may be unable to implement our business strategy.
Our future success will depend upon our ability to grow, and if we are unable to manage our growth effectively, we may incur unexpected expenses and be unable to meet our clients’ requirements, all of which could harm our business. A key aspect to managing our growth is our ability to scale each of VSee Lab’s and iDoc’s capabilities, including in response to unexpected shifts in demand for telemedicine. To manage our current and anticipated future growth effectively, we must continue to maintain and enhance our IT infrastructure, financial and accounting systems and controls. We must also attract, train and retain a significant number of board-certified physicians, sales and marketing personnel, client support personnel, professional services personnel, software engineers, technical personnel and management personnel, and the availability of such personnel, in particular physicians and software engineers, may be constrained.
Our growth will depend on the acceptance of our solutions as a suitable supplement to traditional healthcare delivery systems and on our ability to overcome operational challenges. Our business model and solutions could lose our viability as a supplement to traditional healthcare delivery systems due to client dissatisfaction or new alternative solutions. If we are unable to address the needs of our clients, or our clients are dissatisfied with the quality of our solutions, our clients may not renew our contracts, seek to cancel or terminate their relationship with us or renew on less favorable terms, any of which could cause our annual net dollar retention rate to decrease.
As we continue to grow, including from the integration of employees and businesses acquired in connection with previous or future acquisitions, we may find it difficult to maintain important aspects of our corporate culture, which could negatively affect our profitability and our ability to retain and recruit qualified personnel who are essential for our future success. If we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy client requirements or maintain high-quality solutions. Additionally, we may not be able to expand and upgrade our systems and infrastructure to accommodate future growth.
Failure to effectively manage our growth could also lead us to over-invest or under-invest in development and operations, result in weaknesses in our infrastructure, systems or controls, give rise to operational mistakes, financial losses, loss of productivity or business opportunities and result in loss of employees and reduced productivity of remaining employees. Our growth is expected to require significant capital expenditures and may divert financial resources from other projects such as the development of new solutions and services. If we are unable to effectively manage our growth our expenses may increase more than expected, our revenues may not increase or may grow more slowly than expected and we may be unable to implement our business strategy. The quality of our services may also suffer, which could negatively affect our reputation and harm our ability to attract and retain clients.
If the estimates and assumptions we use to determine the size of our total addressable market are inaccurate, our future growth rate may be affected and our business would be harmed.
Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. Even if the markets in which we compete meet our size estimates and forecasted growth, our business could fail to grow at similar rates, if at all. The principal assumptions relating to our market opportunity include all hospitals in the United States adopting outsourced clinical resources via telemedicine and that we can successfully add specialties to tour solutions beyond those currently offered today. Our market opportunity is also based on the assumption that our existing and future offerings will be more attractive to our clients and potential clients than competing solutions. If these assumptions prove inaccurate, our business could be harmed.
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We may not grow at the rates we historically have achieved or at all, even if our key metrics may indicate growth, which may adversely affect the market price of our common stock.
We have experienced significant growth in recent years. Future revenues may not grow at these same rates or may decline. Our future growth will depend, in part, on our ability to grow our revenues from existing clients, to complete sales to potential future clients, to expand our client base, and to develop new solutions and services. We can provide no assurances that we will be successful in executing on these growth strategies or that, even if our key metrics would indicate future growth, we will continue to grow our revenues or to generate net income. Our ability to execute on our existing sales pipeline, create additional sales pipelines and expand our client base depends on, among other things, the attractiveness of our services relative to those offered by our competitors, our ability to demonstrate the value of our existing and future services and our ability to attract and retain a sufficient number of qualified sales and marketing leadership and support personnel. In addition, our existing clients may be slower to adopt our services than we currently anticipate, which could harm our business and growth prospects and adversely affect the market price of our common stock.
We may in the future become subject to litigation, which could be costly and time-consuming to defend.
We may become subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our clients in connection with commercial disputes or employment claims made by our current or former associates. Litigation may result in substantial costs and may divert management’s attention and resources, which may substantially harm our business, financial condition and results of operations. Insurance may not cover such claims, may not provide sufficient payments to cover all of the costs to resolve one or more such claims and may not continue to be available on terms acceptable to us. Resolution of some of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and settlements exceed insured levels, could adversely affect our results of operations and cash flows, thereby harming our business and stock price. For example, fines or assessments could be levied against us under domestic or foreign data privacy laws (such as the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the General Data Protection Regulation (“GDPR”), or the California Consumer Privacy Act of 2018 (“CCPA”)) or under authority of privacy enforcing governmental entities (such as the Federal Trade Commission (“FTC”), or the U.S. Department of Health and Human Services (“HHS”)) or as a result of private actions, such as class actions based on data breaches or based on private rights of action (such as that contained in the CCPA). Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could adversely affect our results of operations and cash flows, expose us to increased risks that would be uninsured and adversely affect our ability to attract directors and officers. In addition, such litigation could result in increased scrutiny by government authorities having authority over our business, such as the FTC, the HHS, Office for Civil Rights (“OCR”), and state attorneys general.
We may become subject to medical liability claims, which could cause us to incur significant expenses, may require us to pay significant damages if not covered by insurance, and could harm our business.
Because our business delivers telehealth services to patients, each faces the risk of medical liability claims against us and our affiliated professional entities. We and our affiliated professional entities have in the past and may in the future be subject to medical liability claims and, if these claims are successful, substantial damage awards. Although we maintain insurance covering medical malpractice claims in amounts that we believe is appropriate in light of the risks attendant to our business, we cannot predict the outcomes of medical malpractice cases, the effect that any claims of this nature, regardless of their ultimate outcome, could have on our business or reputation or on our ability to attract and retain clients. Professional liability insurance is expensive and insurance premiums may increase significantly in the future, particularly as we expand our services. As a result, adequate professional liability insurance may not be available to our providers in the future at acceptable costs or at all.
Any claims made against us that are not fully covered by insurance could be costly to defend against, result in substantial damage awards against us and divert the attention of our management and our providers from our operations, which could harm our business. In addition, any claims may harm our business or reputation.
Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use, value-added, or similar taxes, and we could be subject to liability with respect to past or future sales, which could adversely affect our results of operations.
We do not collect sales and use and similar taxes in any states for telemedicine services based on our belief that our services are not subject to such taxes in any state. Sales and use and similar tax laws and rates vary greatly from state to state. Certain states in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and
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interest with respect to past services, and we may be required to collect such taxes for services in the future. Such tax assessments, penalties and interest or future requirements may adversely affect our results of operations.
We will likely require additional capital from equity or debt financings to support business growth, and this capital might not be available on acceptable terms, if at all.
We intend to make investments to support our anticipated business growth and will likely require additional funds to respond to business challenges, including the need to develop new solutions or enhance our existing solutions, enhance our operating infrastructure and acquire complementary businesses and technologies. In order to achieve these objectives, we may make future commitments of capital resources, including incurring additional indebtedness under our credit facility. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited.
Risks Related to Governmental Regulation
In the U.S., we conduct business in a heavily regulated environment and if we fail to comply with health care laws and regulations, we could incur fines and other penalties, be prohibited from participating in certain reimbursement programs or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, financial condition, and results of operations.
The U.S. healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we provide and bill for services and collect reimbursement from governmental programs and private payors, our contractual relationships with our providers, vendors and customers, our marketing activities and other aspects of our operations. Of particular importance are:
● | the federal physician self-referral law, commonly referred to as the Stark Law, that, subject to specific exceptions, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibit the entity from billing Medicare or Medicaid for such designated health services. Many states have adopted similar laws; |
● | the federal Anti-Kickback Statute that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation. In addition, the government may assert that a claim resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act; |
● | the federal False Claims Act that prohibits, among other things, presenting, or causing the presentment, of a false claim for payment or approval; making, using, or causing others to make or use, a false record or statement that is material to a false or fraudulent claim, Making, using, or causing to be made or used, a false record or statement material to an obligation to pay money to the government; or conceals, avoids, or decreases an obligation to pay money to the government. Many states have adopted state false claims act laws. |
We do not always have the benefit of significant regulatory or judicial interpretation of these laws and regulations to guide our operations. In the future, different interpretations or enforcement of these laws and regulations could subject our current or past practices to allegations of impropriety or illegality or could require them to make changes in our operations or structure. A determination that they have violated these laws, or the public announcement that we are being investigated for possible violations of these laws, could have a material adverse effect on our business, financial condition, results of operations and cash flows, and our
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business reputation could suffer significantly. In addition, other similar legislation or regulations at the federal or state level may be adopted that could have a material adverse effect on our business, financial condition, results of operations and cash flows.
To enforce compliance with the federal laws, the U.S. Department of Justice and the U.S. Department of Health and Human Services Office of Inspector General, or OIG, have recently increased their scrutiny of healthcare providers, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. Dealing with investigations can be time- and resource-consuming and can divert management’s attention from the business. Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business. In addition, because of the potential for large monetary exposure under the federal False Claims Act, which provides for treble damages and penalties of $12,537 to $25,076 per false claim or statement, healthcare providers often resolve allegations without admissions of liability for significant and material amounts to avoid the uncertainty of treble damages that may be awarded in litigation proceedings. Such settlements often contain additional compliance and reporting requirements as part of a consent decree, settlement agreement or corporate integrity agreement. Given the significant size of actual and potential settlements, it is expected that the government will continue to devote substantial resources to investigating healthcare providers’ compliance with the healthcare reimbursement rules and fraud and abuse laws.
The laws, regulations and standards governing the provision of healthcare services may change significantly in the future. We cannot assure you that any new or changed healthcare laws, regulations or standards will not materially adversely affect our business. We cannot assure you that a review of our business by judicial, law enforcement, regulatory or accreditation authorities will not result in a determination that could adversely affect our operations.
State legislative and regulatory changes specific to the area of telehealth law may present the third party medical groups and independent physicians on our platform with additional requirements and state compliance costs, which may create additional operational complexity and increase costs.
Our affiliated professional entities and independent physicians’ and physician extenders’ ability to provide telehealth services to, and receive reimbursement for the services provided to patients in a particular state are dependent upon the laws and regulations of the state where the patient resides. Laws and regulations governing the provision of telehealth services are evolving at a rapid pace and are subject to changing political, regulatory, and other influences. Some states’ regulatory agencies or medical boards may have established rules or interpreted existing rules in a manner that limits or restricts providers’ ability to provide telehealth services or for physicians to supervise nurse practitioners and physician assistants remotely. Additionally, there may be limitations placed on the modality through which telehealth services may be provided or requirements related to the provision of telehealth services, such as having a prior in person visit or receipt of certain informed consents. For example, some states specifically require synchronous (or “live”) communications and restrict or exclude the use of asynchronous telehealth modalities, which is also known as “store-and-forward” telehealth. Because this is a developing area of law and regulation, we continually monitor our compliance in every jurisdiction in which we operate. However, we cannot be assured that our affiliated professional entities or independent providers’ activities and arrangements, if challenged, will be found to be in compliance with the state requirements or that a new or existing law or regulation will not be adopted, enforced, or changed in manner that is unfavorable to our business model. We cannot predict the regulatory landscape for those jurisdictions in which we operate and any significant changes in law, policies, or standards, or the interpretation or enforcement thereof, could occur with little or no notice. The majority of the consultations provided through our platforms are synchronous consultations for patients located in jurisdictions that permit the use of asynchronous telehealth. If there is a change in laws or regulations related to our business, or the interpretation or enforcement thereof, that adversely affects our structure or operations, including greater restrictions on the use of asynchronous telehealth or remote supervision of nurse practitioners or physician assistants, it could have a material adverse effect on our business, financial condition, and results of operations.
Evolving government regulations and enforcement activities may require increased costs or adversely affect our results of operations.
In a regulatory climate that is uncertain, our operations may be subject to direct and indirect adoption, expansion or reinterpretation of various laws and regulations. This risk is especially acute in the healthcare industry given the level of government spending and oversight of the industry as a whole.
In the ordinary course of business, we may be subject to inquiries and audits by federal and state agencies that oversee applicable healthcare program participation, licensure and payment regulations. We may also be subject to routine and targeted government audits and investigations. We believe that the regulatory environment surrounding most segments of the healthcare industry remains intense. Responding to audits and inquiries may require us to incur significant expense. If the results of any audit or investigation
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reveal material non-compliance, we may have to incur additional expense in defending our business and making modifications to our operations.
In the states in which we operate, we believe we are in material compliance with all applicable material regulations, but, due to the uncertain regulatory environment, certain states may determine that we are in violation of their laws and regulations. If we must remedy such violations, we may be required to modify our business and services in such states in a manner that undermines our respective platform’s attractiveness to customers, we may become subject to fines or other penalties or, if we determine that the requirements to operate in compliance in such states are overly burdensome, we may elect to terminate our operations in such states. In each case, our revenue may decline and our business, financial condition, and results of operations could be adversely affected.
If we fail to comply with extensive healthcare laws and government regulations, we could suffer penalties or be required to make significant changes to our operations.
The healthcare industry is required to comply with extensive and complex laws and regulations at the federal, and state government levels relating to, among other things:
● | licensure of health providers, and enrollment with government reimbursement programs; |
● | necessity and adequacy of telehealth services; |
● | relationships with physicians and other referral sources and referral recipients; |
● | billing and coding for services; |
● | properly handling any overpayments; |
● | quality of medical equipment, devices and services we make available; |
● | qualifications of medical professionals and support personnel; |
● | confidentiality, maintenance, data breach, identity theft and security issues associated with health-related and personal information and medical records; and |
● | communications with patients and consumers. |
Among these laws are the federal Stark Law, the federal Anti-Kickback Statute, the False Claims Act, and similar state laws. If we fail to comply with applicable laws and regulations, we could suffer civil sanctions and criminal penalties, including the loss of our ability to participate in the Medicare, Medicaid and other federal and state healthcare programs. While we endeavor to ensure that our financial relationships with referral sources such as hospitals and physicians comply with the applicable laws (including applicable safe harbors and exceptions), evolving interpretations or enforcement of these laws and regulations could subject our current practices to allegations of impropriety or illegality or could require them to make changes in our operations. A determination that we have violated these or other laws, or the public announcement that we are being investigated for possible violations of these or other laws, could harm our business, and our business reputation could suffer significantly. In addition, other legislation or regulations at the federal or state level may be adopted that could harm our business.
Our collection, use and disclosure of personally identifiable information, including health information, is subject to federal and state privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm to us and, in turn, harm our client base and our business.
There are a number of federal and state laws, rules and regulations, as well as contractual obligations, relating to the protection, collection, storage, use, retention, security, disclosure, transfer and other processing of confidential, sensitive and personal information, including certain patient protected health information (PHI), such as patient records. Existing laws and regulations are constantly evolving, and new laws and regulations that apply to our business are being introduced at every level of government in the United States. In many cases, these laws and regulations regarding transfer or disclosure of personal information apply not only to transfer or disclosure to third-parties, but also to transfers of information between or among VSee Lab and iDoc, our affiliates and
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other parties with whom we conduct business. These laws and regulations may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material adverse effect on our business. We monitor legal developments in data privacy and security regulations at the local, state and federal level, however, the regulatory framework for data privacy and security worldwide is continuously evolving and developing and, as a result, interpretation and implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future.
The management of PHI is subject to HIPAA. HIPAA is the primary federal law that protects patients’ health care data and records. HIPAA consists of the HIPAA privacy rule (“Privacy Rule”) and the HIPAA security rule (“Security Rule”). The HIPAA Privacy Rule protects medical records and other personal health information by limiting our use and disclosure, giving individuals the right to access, amend, and seek accounting of our own health information, and limiting most uses and disclosures of health information to the minimum amount reasonably necessary to accomplish the intended purpose. The HIPAA Security Rule protects individuals’ electronic personal health information that is created, received, used, or maintained, and requires appropriate administrative, physical and technical safeguards to ensure the confidentiality, integrity, and security of electronic protected health information. The HITECH Act strengthened HIPAA enforcement provisions, requires OCR to periodically audit covered entities and our business associates, and authorized State Attorneys General to bring civil actions for HIPAA violations. It permits the HHS to conduct audits of HIPAA compliance and impose significant civil monetary penalties even if we did not know or reasonably could not have known about the violation.
HIPAA requires healthcare providers and its business associates to develop and maintain policies and procedures with respect to PHI that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect such information. HIPAA also implemented the use of standard transaction code sets and standard identifiers that covered entities must use when submitting or receiving certain electronic healthcare transactions, including activities associated with the billing and collection of healthcare claims.
HIPAA imposes mandatory penalties for certain violations. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts are able to award damages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.
In addition, HIPAA mandates that the Secretary of HHS conduct periodic compliance audits of HIPAA covered entities or business associates for compliance with the HIPAA Privacy and Security Standards. It also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the Civil Monetary Penalty fine paid by the violator.
HIPAA further requires that patients be notified of any unauthorized acquisition, access, use or disclosure of our unsecured PHI that compromises the privacy or security of such information, with certain exceptions related to unintentional or inadvertent use or disclosure by employees or authorized individuals. HIPAA specifies that such notifications must be made “without unreasonable delay and in no case later than 60 calendar days after discovery of the breach.” If a breach affects 500 patients or more, it must be reported to HHS without unreasonable delay, and HHS will post the name of the breaching entity on its public web site. Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually. This reporting obligation is in addition to any state notification requirements.
There are proposed changes to the HIPAA regulations, which if enacted, may require us to make significant changes to our HIPAA compliance program and our patient access request procedures and may have other financial, and operational impacts.
There are other federal and state laws that protect the confidentiality, privacy, availability, integrity and security of personally identifiable information (PII), including PHI. At the state and local level, there is increased focus on regulating the collection, store, use, retention, security, disclosure, transfer and other processing of confidential, sensitive and personal information. These laws in many cases are more restrictive than, and may not be preempted by, the HIPAA rules and may be subject to varying interpretations by courts and government agencies, creating complex compliance issues for us and our clients and potentially exposing us to additional expense, adverse publicity and liability.
In addition, all 50 U.S. states and the District of Columbia have enacted breach notification laws that may require us to notify patients, employees or regulators in the event of unauthorized access to, disclosure of, or acquisition of personal or confidential
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information experienced by us or our service providers. These laws are not consistent, and compliance in the event of a widespread data breach is difficult and may be costly. Moreover, states have been frequently amending existing laws, requiring attention to changing regulatory requirements. We also may be contractually required to notify patients or other counterparties of a security breach. Although we may have contractual protections with our service providers, any actual or perceived security breach could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on data security and in responding to any such actual or perceived breach. Any contractual protections we may have from our service providers may not be sufficient to adequately protect us from any such liabilities and losses, and we may be unable to enforce any such contractual protections. In addition to government regulation, privacy advocates and industry groups have and may in the future propose self-regulatory standards from time to time. These and other industry standards may legally or contractually apply to us, or we may elect to comply with such standards.
New health and personal information security standards, whether implemented pursuant to HIPAA, congressional action or otherwise, could have a significant effect on the manner in which VSee and iDoc must handle healthcare related data, and the cost of complying with standards could be significant. If we do not comply with existing or new laws and regulations related to PHI, we could be subject to criminal or civil sanctions.
Because of the sensitivity of the PII we store and transmit, the security features of our technology platforms are very important. If our security measures are breached or fail, unauthorized persons may be able to obtain access to sensitive client and patient data, including HIPAA-regulated PHI. As a result, our reputation could be severely damaged, adversely affecting client or investor confidence. Clients may curtail their use of or stop using our services or our client base could decrease, which would cause our business to suffer. In addition, we could face litigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations and significant costs for remediation, notification to individuals and for measures to prevent future occurrences. Any potential security breach could also result in increased costs associated with liability for stolen assets or information, repairing system damage that may have been caused by such breaches, incentives offered to client or other business partners in an effort to maintain our business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. While we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage sufficient to compensate for all liability and, in any event, insurance coverage would not address the reputational damage that could result from a security incident.
We also publish statements to our clients that describe how we handle and protect personal information. If federal or state regulatory authorities or private litigants consider any portion of these statements to be untrue, we may be subject to claims of deceptive practices, which could lead to significant liabilities and consequences, including, without limitation, costs of responding to investigations, defending against litigation, settling claims and complying with regulatory or court orders.
In March 2020, the Office of the National Coordinator for Health Information Technology (“ONC”) released a final rule implementing the information blocking prohibition of the 21st Century Cures Act, which went into effect on April 5, 2021. The rule, which applies to almost all health care providers, is designed to create a more interoperable health care system that supports seamless data exchange, improves care coordination, and removes barriers to the use and exchange of PHI between providers and plans and as directed by patients. “Information blocking” refers to activities that unreasonably limit the availability and use of electronic health information (“EHI”). The rule prohibits information blocking of EHI unless it is required by law or meets one of eight narrowly applied exceptions. Like most providers, we had to create new policies and procedures, trainings, and governance structures, and invest in new technology to comply with the rule. ONC has delegated oversight and compliance monitoring to the Office of Inspector General, and a provider may be subject to significant financial penalties if it fails to comply with these new rules. The exact penalties for providers will be determined through future rulemaking. Any individual can submit a complaint alleging that a provider has engaged in information blocking through an online portal made available by ONC.
If we fail to comply with federal and state laws and policies governing claim submissions to government healthcare programs or commercial insurance programs, we or our clients may be subject to civil and criminal penalties or loss of eligibility to participate in government healthcare programs and contractual claims by commercial insurers.
We offer revenue cycle management services to our clients that include the preparation and submission of claims for professional service and billing agent collection processing with payers on behalf of our clients. Certain of these reimbursement claims are governed by federal and state laws with potential civil and criminal penalties for non-compliance. The HIPAA security, privacy and transaction standards also have a potentially significant effect on our claims preparation, transmission and submission services, because such services must be structured and provided in a way that supports our clients’ HIPAA compliance obligations. Errors by us
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or our systems with respect to entry, formatting, preparation or transmission of claim information may be determined or alleged to be in violation of these laws and regulations. If our revenue cycle management services fail to comply with these laws and regulations, we may be subjected to federal or state government investigations and possible penalties may be imposed upon us, false claims actions may have to be defended, private payers may file claims against them, and we may be excluded from Medicare, Medicaid or other government-funded healthcare programs. Further, our clients may seek contractual remedies and indemnification. Any investigation or proceeding related to these topics, even if unwarranted or without merit, could adversely affect demand for our services, could force us to expend significant capital, research and development and other resources to address the failure, and may harm our business.
Private pay sources such as third-party insurance and managed care entities also often reserve the right to, and do actually conduct audits of our billing processes, and have from time to time conducted such reviews. Our costs to respond to and defend any such reviews, audits and investigations are significant and are likely to increase in the current enforcement environment. These audits and investigations may require us to refund or retroactively adjust amounts that have been paid to us by the relevant government program or private pay source.
If our revenue cycle management services fail to comply with these laws and regulations, we may be subjected to federal or state government investigations and possible penalties may be imposed upon us, false claims actions may have to be defended, private payers may file claims against us, and we may be excluded from Medicare, Medicaid or other government-funded healthcare programs. Further, our clients may seek contractual remedies and indemnification. Any investigation or proceeding related to these topics, even if unwarranted or without merit, could adversely affect demand for our services, could force us to expend significant capital, research and development and other resources to address the failure, and may harm our business.
Physician licensing and credentialing, a cost of providing professional services, can negatively impact our margins as it may incur increased expenses to utilize appropriately licensed and credentialed physicians for consult demands, especially when expanding to new jurisdictions and new hospital clients.
A physician’s (or a physician extender’s) ability to perform telemedicine consults is dictated by where the physician is licensed to practice and with whom the physician is privileged to provide services. State licensure and physician credentialing requirements take time to procure, often necessitating months of lead-time before a physician is able to begin providing consults for a particular hospital facility. Our ability to manage and anticipate physician need and prioritize licensing and credentialing could impact profit margins and expense management. As consult demands increase in areas where only a limited number of physicians hold necessary licenses and credentials, those physicians with appropriate licensing and credentialing to meet client demands may assume additional overtime shifts or otherwise demand increased fees, thereby increasing its costs. Further, obtaining a license to practice medicine in a particular jurisdiction is at the discretion of the local state medical board, and, as such, timing to achieve licensure in certain jurisdictions may be outside our ability to accomplish within expected time frames.
Certain software products related to telemedicine platforms may be subject to FDA regulatory review and oversight. It is critical to identify applicable FDA requirements and ensure compliance with such requirements.
Certain software products often used in telemedicine platforms and offerings could fall under the broad category of digital health products that may, in certain circumstances, require FDA regulatory review prior to marketing. The FDA generally maintains regulatory oversight over products that meet the Agency’s statutory definition of a “medical device.” In certain circumstances, software applications and their corresponding platforms are considered medical devices when they are intended to be used for one or more medical purposes and are consequently regulated by the FDA. Determining whether a product meets the definition of a medical device requires assessment of both design and intended use. Intended use of a product is determined by the intent of the manufacturer as evidenced by the design of the product and the product labeling. Labeling is a broad term that includes marketing and advertising claims. The FDA’s regulatory approach toward digital health technologies is set forth in both regulations and guidance documents. This requires analyzing (1) whether a product meets the FDA’s definition of a medical device and, if it does, (2) whether it is carved out from active regulation by one of the FDA’s digital health “enforcement discretion” policies. In general, the FDA’s overarching approach is to apply its regulatory oversight in a risk-based manner to only software functions deemed to meet the definition of medical devices (i.e., those intended for the diagnosis of disease or other conditions, or the cure, mitigation, treatment, or prevention of disease) and whose functionality could create patient safety risks in the event of a malfunction.
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Risks Related to the Use of Our Technology
Failure to keep pace with advances in technology could cause our solutions to become obsolete, which could harm our business, financial condition and results of operations.
The telemedicine industry is characterized by rapid technological change, changing consumer requirements, short product lifecycles and evolving industry standards. The successful implementation of our business model depends on our ability to anticipate and adapt to evolving technologies and industry standards and introduce new solutions accordingly. For example, we deployed our software platform to hospital organizations as a stand-alone software-as-a-service solution independent of its clinical services to enable these providers to optimize and scale its platform across all of our care sites. These new solutions carry risks, such as cost overruns, delays in delivery, performance problems, and lack of acceptance by our clients. If we cannot anticipate or adapt to rapidly evolving industry standards, technology, and increasingly sophisticated clients and our employees, our existing technology could become undesirable, obsolete, or harm our reputation. Moreover, we may not be successful in developing, using, marketing, selling or maintaining new technologies effectively or adapting our solutions to evolving client requirements or emerging industry standards, and, as a result, our business could be harmed. In addition, we have limited insight into trends that might develop and affect our business, which could lead to errors in our predicting and reacting to relevant business, legal, and regulatory trends and healthcare reform. Further, there can be no assurance that technological advances by one or more of our competitors or future competitors will not result in our present or future solutions and services becoming uncompetitive or obsolete. If any of these events occur, it could harm our business.
If the systems that we use to provide our services experience security breaches, we may incur significant liabilities, and our reputation and business may be harmed.
Our services involve the storage and transmission of our clients’ proprietary information, sensitive or confidential data, including valuable personal information of patients, clients and others, as well as the PHI of our clients. Because of the sensitivity of the information we store and transmit, the security features of our computer, network and communications systems infrastructure are critical to the success of our business. A breach or failure of our security measures could result from a variety of circumstances and events, including third-party action, employee negligence or error, malfeasance, computer viruses, cyber-attacks by computer hackers, failures during the process of upgrading or replacing software and databases, power outages, hardware failures, telecommunication failures, user errors or catastrophic events. Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks. As cyber threats continue to evolve, We may be required to expend additional resources to further enhance our information security measures and/or to investigate and remediate any information security vulnerabilities. If our security measures fail or are breached, it could result in unauthorized persons accessing sensitive client or patient data (including PHI), a loss of or damage to our data, an inability to access data sources, or process data or provide our services to our clients. Such failures or breaches of our security measures, or our inability to effectively resolve such failures or breaches in a timely manner, could severely damage our reputation, adversely affect client or investor confidence in us and reduce the demand for our services from existing and potential clients. In addition, we could face litigation, damages for contract breach, monetary penalties, or regulatory actions for violation of applicable laws or regulations including HIPAA, and incur significant costs for remedial measures to prevent future occurrences and mitigate past violations. Although we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage sufficient to compensate for all liability and, in any event, insurance coverage would not address the reputational damage that could result from a security incident.
We may experience cyber-security and other breach incidents that remain undetected for an extended period. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched, we may be unable to anticipate these techniques or to implement adequate preventive measures. If an actual or perceived breach of our security occurs, or if we are unable to effectively resolve such breaches in a timely manner, the market perception of the effectiveness of our security measures could be harmed and we could lose sales and clients, which could harm our business.
We rely on telecommunications and internet service providers for providing solutions to our clients, and any interruption or failure in the services provided by these third parties could harm our business.
Our business is highly dependent on telecommunications and internet service providers. Our services are designed to operate 24-hours-a-day, seven-days-a-week, without interruption. However, we may experience interruptions and delays in services and availability from time to time. We may not maintain redundant systems or facilities for some of these services. While we control and have access to our servers, we do not control the operation of internet providers.
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Additionally, if our vendors or internet providers are unable to keep up with our growing needs, this could harm our business. Interruptions in our services may reduce our revenue, cause us to issue refunds to clients for prepaid and unused subscriptions, subject us to potential liability or adversely affect client renewal rates.
In the event of a catastrophic event with respect to one or more of these systems or facilities, we may experience an extended period of system unavailability, which could negatively impact our relationships with clients. To operate without interruption, we and our service providers must guard against:
● | damage from fire, power loss, natural disasters and other force majeure events outside our control; |
● | communications failures; |
● | software and hardware errors, failures and crashes; |
● | security breaches, computer viruses, hacking, denial-of-service attacks and similar disruptive problems; and |
● | other potential interruptions. |
Moreover, system failures may result in loss of data, including patient data, which is critical to the provision of our services. Any errors, failures, interruptions or delays experienced in connection with our or our third parties’ systems could negatively impact our relationships with clients, adversely affect our brand and expose us to liabilities to third parties, all of which could harm our business.
Failure to protect or enforce our intellectual property rights could impair our ability to protect our internally developed technology and our brand and the costs involved in such enforcement could harm our business.
Our intellectual property includes our internally developed processes, methodologies, algorithms, applications, technology platform, software code, website content, user interfaces, graphics, trade dress, databases and domain names. We rely on a combination of trademark, trade secret and copyright laws and confidentiality procedures and contractual provisions to protect our intellectual property rights in our internally developed technology and content. We believe that our intellectual property is an essential asset of our business. If we do not adequately protect our intellectual property, our brand and reputation could be harmed and competitors may be able to use our technologies and erode or negate any competitive advantage we may have, which could harm our business, negatively affect our position in the marketplace, limit our ability to commercialize our technology, and delay or render impossible our achievement of profitability. A failure to protect our intellectual property in a cost-effective and meaningful manner could adversely affect our ability to compete. We regard the protection of our trade secrets, copyrights, trademarks, trade dress, databases and domain names as critical to our success.
We strive to protect our intellectual property rights by relying on federal, state, and common law rights and other rights provided under foreign laws. However, the steps we take to protect our intellectual property rights may be inadequate. For example, other parties, including our competitors, may independently develop similar technology, duplicate our services, or design around our intellectual property and, in such cases, we may not be able to assert our intellectual property rights against such parties. Further, our contractual arrangements may not effectively prevent disclosure of our confidential information or provide an adequate remedy in the event of unauthorized disclosure of our confidential information, and we may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights.
We make business decisions about when to seek patent protection for a particular technology and when to rely upon trade secret protection, and the approach we select may ultimately prove to be inadequate. In particular, we do not currently hold a patent or other registered or applied for intellectual property protection for our software platform. Even in cases where we seek patent protection, there is no assurance that the resulting patents will effectively protect every significant feature of our solutions, technology or proprietary information, or provide us with any competitive advantages, since intellectual property law, including statutory and case law, particularly in the United States, is constantly developing, and any changes in the law could make it harder for us to enforce our rights.
In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our
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intellectual property rights. An adverse determination of any litigation proceedings could put our intellectual property at risk of being invalidated or interpreted narrowly and could put any related pending patent applications at risk of not issuing. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential or sensitive information could be compromised by disclosure in the event of litigation. In addition, during the course of litigation, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. Negative publicity related to a decision by us to initiate such enforcement actions against a client or former client, regardless of its accuracy, may adversely impact our other client relationships or prospective client relationships, harm our brand and business, and could cause the market price of our common stock to decline. Our failure to secure, protect, and enforce our intellectual property rights could harm our brand and our business.
We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.
There is considerable patent and other intellectual property development activity in our industry. Our future success depends in part on not infringing upon the intellectual property rights of others. From time to time, third parties may claim that we are infringing upon our intellectual property rights or that we have misappropriated our intellectual property. As competition in our market grows, the possibility of patent infringement, trademark infringement and other intellectual property claims against us increases. In a patent infringement claim against us, we may assert, as a defense, that we do not infringe the relevant patent claims, that the patent is invalid or both. The strength of our defenses will depend on the patents asserted, the interpretation of these patents, and our ability to invalidate the asserted patents. However, we could be unsuccessful in advancing non-infringement and/or invalidity arguments in our defense. In the United States, issued patents enjoy a presumption of validity, and the party challenging the validity of a patent claim must present clear and convincing evidence of invalidity, which is a high burden of proof. Conversely, the patent owner need only prove infringement by a preponderance of the evidence, which is a lower burden of proof. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover one or more aspects of our technology and services. Any claims or litigation could cause us to incur significant expenses and, whether or not successfully asserted against us, could require that we pay substantial damages, ongoing royalty or license payments or settlement fees, prevent us from offering our solutions or using certain technologies, require us to re-engineer all or a portion of our platforms, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our clients or business partners or pay substantial settlement costs, including royalty payments, in connection with any such claim or litigation and to obtain licenses, modify applications or refund fees, which could be costly. Even if we were to prevail in such a dispute, any litigation regarding our intellectual property could be costly and time-consuming and divert the attention of our management and key personnel from our business operations.
Our software platforms may not perform properly due to errors or similar problems, which could damage our reputation, give rise to claims against us, or divert application of our resources from other purposes, any of which could harm our business.
Our software platforms provide our clients and providers with the ability to, among other things, complete, view and edit medical history; request a consult (either scheduled or on demand); conduct a consult (via video or phone); and initiate an expert medical service. Software development is time-consuming, expensive and complex, and may involve unforeseen difficulties. We may encounter technical obstacles, and it is possible that they may discover additional problems that prevent our software platforms from operating properly. If our solutions do not function reliably or fail to achieve client expectations in terms of performance, clients could assert liability claims against us or attempt to cancel their contracts with us. This could damage tour reputation and impair our ability to attract or maintain clients.
Moreover, complex software, such as ours, often contains defects and errors, some of which may remain undetected for a period of time. Material performance problems, defects or errors in our existing or new software and services may arise in the future and may result from interface of our solution with systems and data that we did not develop and the function of which is outside of our control or undetected in our testing. Such errors may be found after the introduction of new software or enhancements to existing software. If we detect any errors before we introduce a solution, we may have to delay deployment for an extended period of time while we address the problem. Any defects and errors, and any failure by us to identify and address them, could result in loss of revenue or market share, diversion of development resources, harm to our reputation and increased service and maintenance costs. Defects or errors may discourage existing or potential clients from purchasing our solutions from us. Correction of defects or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects or errors may be substantial and could harm our business.
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Risks Related to Us as Public Company
We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act. We will remain an “emerging growth company” for up to five years. However, if our non-convertible debt issued within a three-year period exceeds $1.0 billion, or revenues exceeds $1.07 billion, or the market value of our shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, we are not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, we have reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and we are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates. We cannot predict if investors will find our shares less attractive because we may rely on these provisions. If some investors find our shares less attractive as a result, there may be a less active trading market for our shares and our share price may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, will not adopt the new or revised standard until the time private companies are required to adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.
We have no substantial combined operating history, and any failure to successfully integrate the business of VSee Lab and iDoc could adversely affect the results of our operations.
Until June 24, 2024, each of VSee Lab and iDoc operated independently since their inception. There can be no assurance that we will be able to integrate the operations of VSee Lab and iDoc successfully or to institute the necessary systems and procedures, including accounting and financial reporting systems, to manage the combined enterprise on a profitable basis and to report the results of operations of the combined entities on a timely basis. In addition, there can be no assurance that the management teams of each of VSee Lab and iDoc will be able to successfully manage the combined entity and effectively implement their operating or growth strategies. The financial results of VSee Lab and iDoc cover periods during which they were not under common control or management and, therefore, may not be indicative of their future financial or operating results. Our success will depend on management’s ability to integrate VSee Lab and iDoc into one organization. Our inability to successfully integrate these companies and to coordinate and integrate certain operational, administrative, financial and information technology systems would have a material adverse effect on our financial condition and results of operations.
In addition, although iDoc has been profitable historically, we expect our costs will increase in the foreseeable future and we may incur losses. We also expect to invest significant additional funds towards enhancing our services and platform, growing our business and operating as a public company and as we continue to invest in increasing our hospital and healthcare system client base, expanding our operations, hiring additional employees, and developing future offerings. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenues sufficiently to offset these higher expenses.
Our current management team have no experience managing a public company.
Our current management have no experience managing a publicly-traded company, interacting with public company investors and research analysts, and complying with the increasingly complex laws and requirements pertaining to public companies, including those related to timely public disclosures, financial reporting, internal controls and enterprise risk management. As a result, we may not successfully or efficiently manage our new and additional roles and responsibilities. A public company is subject to significant regulatory oversight, reporting obligations under U.S. securities laws and the continuous scrutiny of securities analysts and investors.
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These new obligations and constituents will require significant attention of our senior management and could divert our attention away from the day-to-day management of our business. Failure to adequately comply with the requirements of being a public company, including deficiencies in financial reporting or ineffective disclosure controls and procedures and internal control over financial reporting, could cause investors to lose confidence in the our reported financial and other information and materially adversely affect our business, financial condition and results of operation, as well as severely negatively affect our stock price.
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes- Oxley Act and the rules and regulations of the applicable listing standards of Nasdaq. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we anticipate that we will continue to expend significant resources, including accounting-related costs and significant management oversight. If any of these new or improved controls and systems do not perform as expected, we may experience material weaknesses in our controls. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business.
Any failure to develop or maintain effective controls or any difficulties encountered in our implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that are filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq. We are required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. We will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our annual report on Form 10-K for the year ended December 31, 2024.
If the our business’ benefits do not meet the expectations of financial or industry analysts, the market price of our securities may decline.
The market price of our securities may decline if:
● | We do not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or |
● | The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts. |
Accordingly, investors may experience a loss as a result of decreasing stock prices.
We are be required to meet the continuing listing requirements of the Nasdaq Stock Market. However, we may be unable to maintain the listing of our securities in the future.
If we fail to meet the continued listing requirements and Nasdaq delists our securities, we could face significant material adverse consequences, including:
● | a limited availability of market quotations for our securities; |
● | a limited amount of news and analyst coverage for the Company; and |
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● | a decreased ability to issue additional securities or obtain additional financing in the future. |
VSee Lab’s independent registered public accounting firm’s report contained an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”
VSee Lab’s recurring losses from operations and financial condition raise substantial doubt about its ability to continue as a going concern. In VSee Lab’s financial statements for the year ended December 31, 2023, VSee concluded that its recurring losses from operations and need for additional financing to fund future operations raise substantial doubt about VSee Lab’s ability to continue as a going concern. Similarly, VSee Lab’s independent registered public accounting firm included an explanatory paragraph in its report on VSee Lab’s financial statements for the year ended December 31, 2023 with respect to this uncertainty. VSee Lab’s ability to continue as a going concern will require it to obtain additional funding. If VSee Lab is unable to obtain sufficient funding, its business, prospects, financial condition and results of operations will be materially and adversely affected, and VSee Lab may be unable to continue as a going concern. In such an event, it would be forced to delay, limit, reduce or terminate its product development or commercialization efforts, or may be forced to reduce or terminate its operations. If VSee Lab is unable to continue as a going concern, VSee Lab may have to liquidate its assets and may receive less than the value at which those assets are carried on its audited financial statements, and it is likely that investors will lose all or part of their investment.
iDoc’s independent registered public accounting firm’s report contained an explanatory paragraph that expresses substantial doubt about its ability to continue as a “going concern.”
iDoc’s recurring losses from operations and financial condition raise substantial doubt about its ability to continue as a going concern. In iDoc’s financial statements for the year ended December 31, 2023, iDoc concluded that its recurring losses from operations and need for additional financing to fund future operations raise substantial doubt about iDoc’s ability to continue as a going concern. Similarly, iDoc’s independent registered public accounting firm included an explanatory paragraph in its report on iDoc’s financial statements for the year ended December 31, 2023 with respect to this uncertainty. iDoc’s ability to continue as a going concern will require it to obtain additional funding. If iDoc is unable to obtain sufficient funding, its business, prospects, financial condition and results of operations will be materially and adversely affected, and iDoc may be unable to continue as a going concern. In such an event, it would be forced to limit, reduce or terminate its operations. If iDoc is unable to continue as a going concern, iDoc may have to liquidate its assets and may receive less than the value at which those assets are carried on its audited financial statements, and it is likely that investors will lose all or part of their investment.
We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of the warrants could be increased, the exercise period could be shortened and the number of shares of common stock purchasable upon exercise of a warrant could be decreased, all without approval of each warrant affected.
Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as Warrant Agent, and us. 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, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of common stock, as applicable, purchasable upon exercise of a warrant.
Although we consummated the Business Combination, there is no guarantee that the Public Warrants will ever be in the money, and they may expire worthless and the terms of our Public Warrants may be amended.
The exercise price for the Public Warrants is $11.50 per share of common stock. There is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the Public Warrants may expire worthless.
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USE OF PROCEEDS
All of the Common Stock offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their own accounts. We will receive no proceeds from the sale of shares of Common Stock by the Selling Stockholders hereunder, except with respect to amounts received by us upon exercise of the Ascent Warrants. Any proceeds received by us from the exercise of the Ascent Warrants will be used for general corporate purposes. See section titled “Plan of Distribution” in this prospectus for more information.
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MARKET PRICE OF OUR COMMON STOCK
Our Common Stock and Public Warrants are currently listed on the Nasdaq Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “VSEE” and “VSEEW” respectively. Prior to the consummation of the Business Combination, DHAC’s Units, common stock and Public Warrants were listed on the Nasdaq Capital Market under the symbols “DHACU,” “DHAC” and “DHACW,” respectively.
On November 18, 2024, the closing sale price of our Common Stock was $1.34 per share and the closing sale price of our Public Warrants was $0.040 per warrant.
Dividend Policy
We have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends for the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination to pay dividends on our Common Stock will be at the discretion of our board of directors and will depend upon, among other factors, our financial condition, operating results, current and anticipated cash needs, plans for expansion and other factors that our board of directors may deem relevant.
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
VSee Health, Inc ((formerly known as Digital Healthcare Acquisition Corp.) (“DHAC”)) (the “Company”) is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information presents the combination of the financial information of DHAC and VSee Lab and iDoc adjusted to give effect to the Business Combination and related transactions. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”
The historical financial information of DHAC was derived from the audited financial statements of DHAC as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022, and the unaudited financial statements as of March 31, 2024 and 2023 included elsewhere in this Form 8-K. The historical financial information of VSee Lab was derived from the audited financial statements of VSee Lab as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 and the unaudited financial statements as of March 31, 2024 and 2023, included elsewhere in this Form 8-K. The historical financial information of iDoc was derived from the audited financial statements of iDoc as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 and the unaudited financial statements as of March 31, 2024 and 2023, included elsewhere in this Form 8-K.
This information should be read together with DHAC’s and VSee Lab and iDoc’s audited financial statements and related notes, the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of VSee Health,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of VSee Lab,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of iDoc” and other financial information included elsewhere in this registration statement.
Notwithstanding the legal form of the business combination pursuant to the Business Combination Agreement, the Business Combination was accounted for as a reverse recapitalization with VSee Lab as the accounting acquirer and DHAC and iDoc as the accounting acquirees. Accordingly for accounting purposes, the Business combination was treated as the equivalent of VSee Lab issuing stock for the net assets of DHAC, accompanied by a recapitalization. The net assets of DHAC were stated as historical cost with no goodwill or other intangible assets recorded. For accounting purposes, the acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination.
As VSee Lab was determined to be the accounting acquirer in the Business Combination, the acquisition of iDoc was treated as a business combination under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), and was accounted for using the acquisition method of accounting. The consideration transferred to acquire iDoc was allocated to the assets acquired and liabilities assumed based on the estimated acquisition-date fair values. The excess of consideration transferred to effect the acquisition over the fair values of assets acquired and liabilities assumed were recorded as goodwill. Transaction costs were expensed as if the Business Combination had occurred on January 1, 2023.
The determination of whether control has been obtained begins with the evaluation of whether control should be evaluated based on the variable interest or voting interest model pursuant to ASC Topic 810, Consolidation (“ASC 810”). In all redemption scenarios, VSee Lab was determined to be the accounting acquirer based on evaluation of the following factors:
● | VSee Lab’s stockholders had the most significant voting interest post business combination under both the No Redemption and Maximum Redemption scenarios. |
● | VSee Lab’s Chief Executive Officer remained as Chief Executive officer post the business combination. |
● | VSee Lab’s telehealth software platform has more notoriety. As such the post business combination name would be VSee Health, Inc. |
● | VSee Lab would obtain the benefit of the merger post business combination, as its growth potential would be expanded with the addition of iDoc and its access to capital would be expanded with the addition of DHAC. |
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● | VSee Lab’s telehealth software platform along with its historical revenue stream management determined at the time of entering into the initial business combination agreement that VSee Lab was the more significant entity under the relative size consideration. |
● | Although iDoc had a greater asset holding as of December 31, 2022 compared to VSee Lab and DHAC, this is as a result of current year growth and the addition of Encompass Medical Billing LLC acquisition which occurred in early 2022. |
The unaudited pro forma condensed combined balance sheet as of March 31, 2024 assumes that the Business Combination and related transactions occurred on March 31, 2024. The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2024 and for the years ended December 31, 2023 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2023. DHAC and VSee Lab and iDoc have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
These unaudited pro forma condensed combined and financial statements are for informational purposes only. They do not purport to indicate the results that would have been obtained had the Business Combination and related transactions actually been completed on the assumed date or for the periods presented, or which may be realized in the future. The pro forma adjustments are based on the information currently available and the assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.
Description of the Business Combination
On June 24, 2024, DHAC consummated the previously announced Business Combination pursuant to the Third Amended and Restated Business Combination Agreement, dated November 21, 2023 and as amended on February 13, 2024 and April 17, 2024, by and among DHAC, Merger Sub I, VSee Lab, Merger Sub II and iDoc.
The pro forma adjustments giving effect to the Business Combination and related transactions are summarized below, and are discussed further in the footnotes to these unaudited pro forma condensed combined and consolidated financial statements:
● | the consummation of the Business Combination and reclassification of cash held in DHAC’s Trust Account to cash and cash equivalents, net of redemptions (see below); and |
● | the accounting for certain offering costs and transaction costs incurred by both DHAC and VSee Lab and iDoc. |
● | the accounting for certain financing arrangements which were entered into and agreed upon on November 21, 2023 as further disclosed below. |
The unaudited pro forma condensed combined and consolidated financial information has been prepared using actual redemptions and the result of the closing which occurred on June 24, 2024.
Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are an aggregate of 5,246,354 combined company shares to be issued to VSee Lab shareholders, 4,950,000 combined company shares to be issued to iDoc shareholders, 437,000 combined company shares issued to settle the DHAC Deferred Underwriting Fee issued to Underwriters, 600,000 shares issued to Bridge Investor for the balance of the VSee Lab and iDoc Bridge Note, 35,000 combined company shares issued to DHAC sponsor to settle certain indebtedness, 436,300 combined company shares issued to Sponsor affiliates, VSee Lab and iDoc lenders to settled certain indebtedness.
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Assuming a $10.00 conversion price of each of the Series A Preferred Stock and the Convertible Notes:
Sponsor(1)(2)(4) |
| 2,665,250 |
| 16.7 | % |
Sponsor affiliates(2)(3) | 936,300 | 5.9 | % | ||
Current Management, Board and Advisors | 301,750 | 1.9 | % | ||
Public Stockholders whose shares are subject to redemption(6) | 114,966 | 0.7 | % | ||
VSee Lab | 5,246,354 | 32.9 | % | ||
iDoc | 4,950,000 | 31.1 | % | ||
AGP(5) | 437,000 | 2.7 | % | ||
Bridge Investor(4)(5)(7) | 950,375 | 6.0 | % | ||
Quantum Investor(3)(4) | 300,000 | 1.9 | % | ||
Other Stockholders(8) | 27,000 | 0.2 | % |
Assuming a $5.00 conversion price of each of the Series A Preferred Stock and the Convertible Notes (except for the Equity Purchase Note, which converts at a fixed $10.00 conversion price):
Sponsor(1)(2)(4) |
| 2,700,250 |
| 15.8 | % |
Sponsor affiliates(2)(3) | 1,080,100 | 6.3 | % | ||
Current Management, Board and Advisors | 301,750 | 1.8 | % | ||
Public Stockholders whose shares are subject to redemption(6) | 114,966 | 0.7 | % | ||
VSee Lab | 5,246,354 | 30.7 | % | ||
iDoc | 4,950,000 | 28.9 | % | ||
AGP(5) | 874,000 | 5.1 | % | ||
Bridge Investor(4)(5)(7) | 1,220,749 | 7.1 | % | ||
Quantum Investor(3)(4) | 600,000 | 3.5 | % | ||
Other Stockholders(8) | 27,000 | 0.2 | % |
Assuming a $2.00 conversion price of each of the Series A Preferred Stock and the Convertible Notes (except for the Equity Purchase Note, which converts at a fixed $10.00 conversion price):
Sponsor(1)(2)(4) |
| 2,805,250 |
| 13.6 | % |
Sponsor affiliates(2)(3) | 1,511,500 | 7.3 | % | ||
Current Management, Board and Advisors | 301,750 | 1.5 | % | ||
Public Stockholders whose shares are subject to redemption(6) | 114,966 | 0.6 | % | ||
VSee Lab | 5,246,354 | 25.4 | % | ||
iDoc | 4,950,000 | 23.9 | % | ||
AGP(5) | 2,185,000 | 10.6 | % | ||
Bridge Investor(4)(5)(7) | 2,031,872 | 9.8 | % | ||
Quantum Investor(3)(4) | 1,500,000 | 7.3 | % | ||
Other Stockholders(8) | 27,000 | 0.1 | % |
(1) | Excludes 557,000 Private Warrants exercisable at the exercise price of $11.50. |
(2) | Marc Munro, through his ownership of Tidewater and Whacky Ventures LLC (“Whacky”) beneficially owns 66.35% of the Sponsor and beneficially owned 344,500 shares of Common Stock held by Sponsor Affiliates, consisting of 292,500 shares of Common Stock and 520 shares of Series A Preferred Stock to be received upon conversion of notes held by such entities controlled by him. |
(3) | Lawrence Sands, through his ownership of SCS and SCS Capital Partners beneficially owns 500,000 founder shares and 40.74% of the Quantum Investor, and beneficially owned 591,800 shares of Common Stock held by Sponsor Affiliates, consisting of 500,000 founder shares and 918 shares of Series A Preferred Stock to be received upon conversion of notes held by such entities controlled by him. |
(4) | The Bridge Investor owns 4.91% of the Sponsor and 40.74% of the Quantum Investor through one of its affiliated subsidiary entity. |
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(5) | Includes 600,000 shares of the Company common stock issuable to the Bridge Investor upon conversion of certain of the Assumed Notes following the closing at a fixed conversion price of $2.00 per share. The conversion price of the Series A Shares and the Convertible Notes (other than the Equity Purchase Note) is subject to reset and adjustment under certain circumstances. See “Risk Factors — Risks Related to DHAC’s Business and the Business Combination — The DHAC Public Stockholders will experience dilution as a consequence of, among other transactions, the issuance of Common Stock as consideration in the Business Combination” for additional information related to the risk of dilution to our public stockholders. |
(6) | Excludes 11,500,000 Public Warrants. |
(7) | Excludes 173,913 warrants held by the Bridge Investor exercisable at the initial exercise price of $11.50. |
(8) | Excludes 26,086 warrants held by an Other Stockholder exercisable at the initial exercise price of $11.50. |
The foregoing scenarios are for illustrative purposes only given the current trading price of DHAC’s common stock, the Company cannot reasonably clarify the rate at which it is expected that these investors will convert the Series A Shares or the Convertible Notes. Such rate will largely be determined by the trading price of DHAC’s common stock following the closing of the Business Combination — to the extent that such trading price is at or below $10.00 per share at the time of conversion following the closing of the Business Combination, the Preferred A shareholders and the Convertible Note holders will convert to common at price less than $10.00 and could convert at a price as low as $5.00 as described above. The $2.00 conversion price referenced above assumes the floor price.
The following presents the calculation of basic and diluted weighted average shares outstanding. The computation of diluted income (loss) per share excludes the effect of DHAC warrants to purchase 12,057,000 shares, Bridge Warrants to purchase 173,913 shares, Extension Note warrants of 26,086 and options to purchase 803,646 shares, the Convertible notes held by Quantum for 300,000, the Exchange Convertible Note and Additional Bridget Note to Bridge Investor for 270,375 and ELOC commitment fee Convertible Note 50,000 to be issued because the inclusion of any of these securities would be anti-dilutive.
| Closing Date | |
Shareholding | ||
Weighted average shares calculation, basic and diluted | ||
DHAC public shares | 114,966 | |
DHAC Sponsor affiliate | 936,300 | |
DHAC Sponsor and director shares | 2,967,000 | |
Bridge Investors | 630,000 | |
A.G.P. Underwriter | 437,000 | |
Other current stockholder | 27,000 | |
VSee Lab company shares issued in Business Combination | 5,246,354 | |
iDoc company shares issued in Business Combination | 4,950,000 | |
Weighted average shares outstanding | 15,308,620 |
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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF MARCH 31, 2024
|
|
|
| Transaction |
|
| |||||||||||
Accounting | Pro Forma | ||||||||||||||||
(A) | (A) | (B) | Adjustments | Combined | |||||||||||||
VSEE LAB | IDOC | DHAC | (Actual | (Actual | |||||||||||||
(Historical) | (Historical) | (Historical) | Redemptions) | Redemptions) | |||||||||||||
Assets | |||||||||||||||||
Current assets: | |||||||||||||||||
Cash and cash equivalents | $ | 689,280 | 74,184 | $ | 724 | 1,400,355 | A | $ | 1,488,488 | ||||||||
(2,590,305) | C | ||||||||||||||||
2,700,000 | D | ||||||||||||||||
(170,000) | G | ||||||||||||||||
(365,750) | I | ||||||||||||||||
(250,000) | M | ||||||||||||||||
Accounts receivable | 627,395 | 2,964,616 | — | — | 3,592,011 | ||||||||||||
Due from related party | — | 1,047,771 | — | (210,508) | L | 837,263 | |||||||||||
Prepaids and other current assets | 102,325 | 140,665 | — | 210,000 | C | 452,990 | |||||||||||
Total Current Assets | 1,419,000 | 4,227,236 | 724 | 723,792 | 6,370,752 | ||||||||||||
Customer list | — | — | — | 5,302,497 | F | 5,302,497 | |||||||||||
Trade name | — | — | — | 1,376,002 | F | 1,376,002 | |||||||||||
Right-of-use asset | — | 1,316,153 | — | — | 1,316,153 | ||||||||||||
Fixed assets | 11,779 | 110,296 | — | — | 122,075 | ||||||||||||
Note receivable | — | 245,500 | — | — | 245,500 | ||||||||||||
Goodwill | — | — | — | 44,877,668 | F | 44,877,668 | |||||||||||
Deferred tax assets | — | 563,094 | — | — | 563,094 | ||||||||||||
Deposit | — | 20,720 | — | — | 20,720 | ||||||||||||
Cash and marketable securities held in Trust Account | — | — | 1,386,490 | (1,400,355) | A | — | |||||||||||
13,865 | A | ||||||||||||||||
Total Assets | $ | 1,430,779 | $ | 6,482,999 | $ | 1,387,214 | 50,893,469 | $ | 60,194,461 | ||||||||
Liabilities and Stockholders’ Equity | |||||||||||||||||
Current Liabilities | |||||||||||||||||
Accounts payable and accrued liabilities | $ | 1,819,512 | 1,804,892 | $ | 3,642,780 | (519,829) | C | $ | 6,656,805 | ||||||||
(90,550) | G | ||||||||||||||||
Deferred revenue | — | 20,000 | — | — | 20,000 | ||||||||||||
Excise tax payable | — | — | 72,396 | — | 72,396 | ||||||||||||
Income tax payable | — | — | 187,225 | — | 187,225 | ||||||||||||
Right-of-use liability | — | 698,480 | — | — | 698,480 | ||||||||||||
Line of credit | — | 456,097 | — | — | 456,097 | ||||||||||||
Deferred revenue | 1,371,527 | — | — | — | 1,371,527 | ||||||||||||
Factoring payable | — | 491,974 | — | (250,000) | M | 241,974 | |||||||||||
Note payable | 550,000 | 1,581,183 | 926,500 | (926,500) | G | 1,026,183 | |||||||||||
(1,105,000) | H | ||||||||||||||||
Due on share purchase | 135,000 | — | — | (135,000) | E | — | |||||||||||
Bridge Note | 600,000 | 600,000 | — | (1,200,000) | K | — | |||||||||||
Accrued interest on Exchange Note | — | — | 78,061 | — | 78,061 | ||||||||||||
Additional Bridge Note | — | — | 156,564 | — | 156,566 | ||||||||||||
Exchange Note | — | — | 2,814,359 | — | 2,814,359 | ||||||||||||
Extension note, net of discount | — | — | 285,614 | (285,614) | I | — |
40
|
|
|
| Transaction |
|
| |||||||||||
Accounting | |||||||||||||||||
Adjustments | Pro Forma | ||||||||||||||||
(A) | (A) | (B) | (Assuming No | Combined | |||||||||||||
VSEE LAB | IDOC | DHAC | Additional | (Assuming No | |||||||||||||
(Historical) | (Historical) | (Historical) | Redemptions) | Redemptions) | |||||||||||||
Extension Note- Bifurcated Derivative | — | — | 22,868 | (22,868) | I | — | |||||||||||
ELOC – Commitment Fee convertible note payable | — | — | 189,764 | 500,000 | J | 689,764 | |||||||||||
Quantum Convertible Note, net of discount | — | — | — | 3,000,000 | D | 3,000,000 | |||||||||||
Advances from related parties | 338,506 | 500,000 | 592,800 | (241,101) | G | 979,940 | |||||||||||
(210,508) | L | ||||||||||||||||
Total current liabilities | 4,814,257 | 6,152,626 | 8,968,931 | (1,486,970) | 18,448,844 | ||||||||||||
Deferred underwriting fee payable | — | — | 4,370,000 | (4,370,000) | C | — | |||||||||||
Note payable | — | 1,500,600 | — | — | 1,500,600 | ||||||||||||
Right-of-use liability, less current portion | — | 885,940 | — | — | 885,940 | ||||||||||||
Total Liabilities | 4,814,257 | 8,539,166 | 13,338,931 | (5,856,970) | 20,835,384 | ||||||||||||
Common stock subject to possible redemption | — | — | 1,281,957 | (1,295,822) | B | — | |||||||||||
13,865 | A | ||||||||||||||||
— | — | 1,281,957 | (1,281,957) | — | |||||||||||||
Stockholders’ Equity |
|
|
|
|
| ||||||||||||
Serries A Preferred | 37 | — | — | (37) | E | — | |||||||||||
Series A-1 Preferred | 123 | — | — | (123) | E | — | |||||||||||
Common stock | 1,000 | 4,978 | 350 | (1,000) | E | 1,470 | |||||||||||
11 | B | ||||||||||||||||
(4,483) | F | ||||||||||||||||
525 | E | ||||||||||||||||
60 | K | ||||||||||||||||
29 | H | ||||||||||||||||
Additional paid-in capital | 6,026,457 | 209,521 | 550,246 | (13,865) | A | 51,359,131 | |||||||||||
1,295,811 | B | ||||||||||||||||
(13,941,934) | E | ||||||||||||||||
1,268,000 | G | ||||||||||||||||
49,289,984 | F | ||||||||||||||||
4,370,000 | C | ||||||||||||||||
1,104,971 | H | ||||||||||||||||
1,199,940 | K | ||||||||||||||||
Accumulated deficit | (9,117,796) | (2,270,666) | (13,784,270) | 13,865 | A | (12,001,524) | |||||||||||
(1,860,476) | C | ||||||||||||||||
(300,000) | D | ||||||||||||||||
2,270,666 | F | ||||||||||||||||
13,784,270 | E | ||||||||||||||||
(57,268) | I | ||||||||||||||||
(500,000) | J | ||||||||||||||||
Non-controlling interest | (293,299) | — | — | 293,299 | E | — | |||||||||||
Total Stockholders’ Equity | (3,383,478) | (2,056,167) | (13,233,674) | 58,032,396 | 39,359,077 | ||||||||||||
Total Liabilities and Stockholders’ Equity | $ | 1,430,779 | $ | 6,482,999 | $ | 1,387,214 | 50,893,469 | $ | 60,194,461 |
41
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2024
| Transaction | ||||||||||||||||||||||||||
Accounting | Pro Forma | ||||||||||||||||||||||||||
Adjustments | Combined | ||||||||||||||||||||||||||
VSEE LAB | IDOC | DHAC | (Actual | (Actual | |||||||||||||||||||||||
(Historical) |
| (Historical) |
| (Historical) |
| Redemptions) |
|
|
| Redemptions) | |||||||||||||||||
VSee revenue | $ | 1,495,995 | $ | — | $ | — | $ | — | $ | 1,495,995 | |||||||||||||||||
Patient fees | — | 1,121,355 | — | — | 1,121,355 | ||||||||||||||||||||||
Telehealth fee | — | 512,710 | — | — | 512,710 | ||||||||||||||||||||||
Institution fees | — | 5,700 | — | — | 5,700 | ||||||||||||||||||||||
Total revenue | 1,495,995 | 1,639,765 | — | — | 3,135,760 | ||||||||||||||||||||||
Cost of revenue | 386,253 | 400,563 | — | — | 786,816 | ||||||||||||||||||||||
Gross profit / (loss) | 1,109,742 | 1,239,202 | — | — | 2,348,944 | ||||||||||||||||||||||
Costs and expenses: | |||||||||||||||||||||||||||
Compensation and related benefits | 893,577 | 402,333 | — | — | 1,295,910 | ||||||||||||||||||||||
General and administrative | 151,348 | 288,684 | 674,262 | — | 1,114,294 | ||||||||||||||||||||||
Professional fees | — | 110,182 | — | — | 110,182 | ||||||||||||||||||||||
Amortization of client list | — | — | — | 132,562 | C | 132,562 | |||||||||||||||||||||
Operating expenses | 26,338 | 92,000 | — | — | 118,338 | ||||||||||||||||||||||
Total costs and expenses | 1,071,263 | 893,199 | 674,262 | 132,562 | 2,771,286 | ||||||||||||||||||||||
Operating loss | 38,479 | 346,003 | (674,262) | (132,562) | (422,342) | ||||||||||||||||||||||
Interest expense | (9,310) | (78,714) | (113,989) | (717,268) | D | (919,281) | |||||||||||||||||||||
Default interest | — | — | (20,296) | — | (20,296) | ||||||||||||||||||||||
Initial fair value of Additional Bridge Note | — | — | 3,851 | — | 3,851 | ||||||||||||||||||||||
Change in fair value of Additional Bridge Note | — | — | (2,133) | — | (2,133) | ||||||||||||||||||||||
Change in fair value of Exchange Note | — | — | (192,801) | — | (192,801) | ||||||||||||||||||||||
Change in fair value of ELOC | — | — | 13,956 | — | 13,956 | ||||||||||||||||||||||
Change in fair value of Extension Note embedded derivative | — | — | 4 | — | 4 | ||||||||||||||||||||||
Other income (expense) | — | (18,200) | — | — | (18,200) | ||||||||||||||||||||||
Interest earned on investments held in Trust Account | — | — | 17,853 | (17,853) | A | — | |||||||||||||||||||||
Income (loss) before taxes | 29,169 | 249,089 | (967,817) | (867,683) | (1,557,242) | ||||||||||||||||||||||
Provision for taxes | — | (55,603) | — | 55,603 | F | — | |||||||||||||||||||||
Net loss | $ | 29,169 | $ | 193,486 | $ | (967,817) | $ | (812,080) | $ | (1,557,242) | |||||||||||||||||
Weighted average shares outstanding, basic and diluted | 9,998,446 | 4,978 | 4,096,353 | 10,264,555 | 14,360,908 | ||||||||||||||||||||||
Basic and diluted net loss per share | $ | (0.00) | $ | 38.87 | $ | (0.27) | $ | (0.10) |
42
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
|
|
|
| Transaction |
|
| Pro Forma | ||||||||||
Accounting | Combined | ||||||||||||||||
Adjustments | (Assuming No | ||||||||||||||||
VSEE LAB | IDOC | DHAC | (Assuming No | Additional | |||||||||||||
(Historical) | (Historical) | (Historical) | Redemptions) | Redemptions) | |||||||||||||
VSee revenue | $ | 5,840,889 | $ | — | $ | — | $ | — | $ | 5,840,889 | |||||||
Patient fees | — | 3,475,666 | — | — | 3,475,666 | ||||||||||||
Telehealth fee | — | 2,434,210 | — | — | 2,434,210 | ||||||||||||
Institution fees | — | 716,314 | — | — | 716,314 | ||||||||||||
Total revenue | 5,840,889 | 6,626,190 | — | — | 12,467,079 | ||||||||||||
Cost of revenue | 1,933,195 | 2,451,633 | — | — | 4,384,828 | ||||||||||||
Gross profit / (loss) | 3,907,694 | 4,174,557 | — | — | 8,082,251 | ||||||||||||
Costs and expenses: | |||||||||||||||||
Compensation and related benefits | 4,417,028 | 2,044,822 | — | 804,774 | E | 7,266,624 | |||||||||||
General and administrative | 962,616 | 6,052,031 | 2,593,765 | — | 9,608,412 | ||||||||||||
Professional fees | — | 87,886 | — | — | 87,886 | ||||||||||||
Amortization of client list | — | — | — | 530,250 | C | 530,250 | |||||||||||
Operating expenses | 86,799 | 358,471 | — | 1,860,476 | B | 907,737 | |||||||||||
Total costs and expenses | 5,466,443 | 8,543,210 | 2,593,765 | 3,195,500 | 19,798,918 | ||||||||||||
Operating loss | (1,558,749) | (4,368,653) | (2,593,765) | (3,195,500) | (11,716,667) | ||||||||||||
Interest expense | (191,323) | (317,048) | (598,355) | (717,268) | D | (1,823,994) | |||||||||||
Default interest | — | — | (1,579,927) | — | (1,579,927) | ||||||||||||
Gain on forgiveness of debt | 107,862 | 107,862 | — | — | 215,724 | ||||||||||||
Initial fair value of Additional Bridge Note | — | — | 11,111 | — | 11,111 | ||||||||||||
Initial fair value of ELOC | — | — | (204,039) | — | (204,039) | ||||||||||||
Change in fair value of Additional Bridge Note | — | — | (2,726) | — | (2,726) | ||||||||||||
Change in fair value of Exchange Note | — | — | (97,814) | — | (97,814) | ||||||||||||
Change in fair value of ELOC | — | — | 319 | — | 319 | ||||||||||||
Change in fair value of Bridge Note embedded derivative | 90,200 | 90,200 | 120,267 | — | 300,667 | ||||||||||||
Change in fair value of Extension Note embedded derivative | — | — | 1,630 | — | 1,630 | ||||||||||||
Change in fair value of PIPE Forward Contract derivative | — | — | 170,666 | — | 170,666 | ||||||||||||
Other income (expense) | (20,114) | (338,813) | — | — | (358,927) | ||||||||||||
Impairment charges | — | (104,076) | — | (104,076) | |||||||||||||
Interest earned on investments held in Trust Account | — | — | 358,767 | (358,767) | A | — | |||||||||||
Loss before taxes | (1,572,124) | (4,930,528) | (4,413,866) | (4,271,535) | (15,188,053) | ||||||||||||
Provision for taxes | (1,838,490) | 1,070,410 | — | 768,080 | F | — | |||||||||||
Net loss | $ | (3,410,614) | $ | (3,860,118) | $ | (4,413,866) | $ | (3,503,455) | $ | (15,188,053) | |||||||
Weighted average shares outstanding, basic and diluted | 9,998,446 | 4,978 | 4,096,353 | 10,264,555 | 14,360,908 | ||||||||||||
Basic and diluted net loss per share | $ | (0.34) | $ | (775.44) | $ | (1.08) | $ | (0.99) |
43
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1. Basis of Presentation
The Business Combination between VSee Lab and DHAC was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, DHAC was treated as the “accounting acquiree” and VSee Lab as the “accounting acquirer” for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of VSee Lab and iDoc issuing shares for the net assets of DHAC, followed by a recapitalization. The net assets of DHAC were stated at historical cost. Operations prior to the Business Combination were those of VSee Lab.
The acquisition of iDoc was treated as a business combination for which VSee Lab is the accounting acquirer under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) because iDoc meets the definition of a business and VSee Lab indirectly obtain control of iDoc through its acquisition of DHAC under ASC 810. As a result, the acquisition of iDoc was accounted for using the acquisition method whereby VSee Lab will record the fair value of assets and liabilities acquired from iDoc. The excess of consideration transferred over the fair values of assets acquired and liabilities assumed were recorded as goodwill.
The unaudited pro forma condensed combined balance sheet as of March 31, 2024 gives effect to the Business Combination and related transactions as if they occurred on March 31, 2024. The unaudited pro forma condensed combined statements of operations for the three months period ended March 31, 2024 and for the years ended December 31, 2023 give pro forma effect to the Business Combination as if it had been completed on January 1, 2023. These periods are presented on the basis that VSee Lab is the acquirer for accounting purposes.
The pro forma adjustments reflecting the consummation of the Business Combination and the related transaction are based on certain currently available information and certain assumptions and methodologies that DHAC management believes are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible that the difference may be material. DHAC management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and the related transactions based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the post-combination company. They should be read in conjunction with the historical financial statements and notes thereto of DHAC and VSee Lab and iDoc.
Note 2. Accounting Policies and Reclassifications
Upon consummation of the Business Combination, management performed a comprehensive review of the three entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the three entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Based on its analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
As part of the preparation of these unaudited pro forma condensed combined financial statements, certain reclassifications were made to align DHAC’s financial statement presentation with that of VSee Lab and iDoc.
44
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and related transactions and has been prepared for informational purposes only.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). DHAC has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. DHAC and VSee Lab and iDoc have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statement of operations are based upon the number of VSee Lab and iDoc’s ordinary shares outstanding, assuming the Business Combination and related transactions occurred on January 1, 2023.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
The adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2024 are as follows:
A. | Reflects the reclassification of $1.40 million held in the Trust Account to cash and cash equivalents that becomes available at closing of the Business Combination and the incremental interest earned in trust through June 24, 2024. |
B. | Reflect the reclassification of the common stock subject to redemption for cash amounting to $1.30 million is transferred to permanent equity. |
C. | Represents the payment of $2.59 million estimated transaction costs, including banking, printing, legal and accounting services. $1.86 million was expensed as part of the Business Combination that are deemed to be direct and incremental cost of the Business Combination and recorded in accumulated deficit, $0.52 million was net impact of transactions cost included in accounts payable and agreed vendor deferral of fees. Additionally, approximately $4.37 million of deferred underwriting fees payable by DHAC have been satisfied via the issuance of preferred stock to the underwriter, representing 4,370 Preferred Shares to with par value of $0.0001. The par value is minimal as such $4.37 million was applied to additional paid in capital. |
D. | Reflects the proceeds from the convertible note purchase agreement (the “Quantum Purchase Agreement”), pursuant to which an institutional and accredited investor (the “Quantum Investor”) subscribed for and will purchase, and DHAC has issue to the Quantum Investor, at the Closing, a 7% ($0.21million) original issue discount convertible promissory note (the “Quantum Note”) in the aggregate principal amount of $3,000,000 for cash proceeds of $2,700,000 at closing. The originally issued discount of $0.30 million is included net of the Convertible Note payable balance and the debt discount would be expensed at issuance. The Quantum Note bears interest at rate of 12% per annum and are convertible into shares of Common Stock of DHAC at (1) a fixed conversion price of $10 per share; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of determination. The conversion price of the Quantum Note is subject to reset if the average of the daily VWAPs for the three (3) trading days prior to the 30th-day anniversary of the Quantum Note issuance date (the “Average Price”) is less than $10, to a price equal to the Average Price but in no event less than $2.00. In addition, the Company at its option can redeem early a portion or all amounts outstanding under the Quantum Note if the Company provides the Quantum Note holder a notice at least ten (10) trading days prior to such redemption and on the notice day the VWAP of the Company’s Common Stock is less than $10. If an event of default occurs, the Quantum Note would bear interest at a rate of 18.00% per annum. The Convertible Promissory Note is required to be accounted for as a liability under ASC 480. As required under ASC 480, the liability would be re-measured at fair value at each reporting period with the changes in the fair value of the liability recognized in earnings. |
E. | Represents recapitalization of VSee Lab outstanding equity as a result of the reverse recapitalization. Upon closing all of the outstanding shares held by VSee Lab Equity Holders would be exchanged for 5,246,354 Common Stock of VSee Health Inc. |
45
(which includes 338,387 Common Shares allocated to the TAD shareholders in connection with the TAD Exchange representing approximately $3.38 million estimated fair value at $10 per share) and 803,646 fully vested stock options would be granted to VSee Lab employees to purchase common stock of VSee Health Inc., at $10 per share and as exchange for the reverse recapitalization of VSee Lab and the removal of the non-controlling interest in TAD. The entry also reflects and the elimination of historical accumulated deficit of DHAC. The shares and options granted to VSee Lab shareholders were determined based on the estimated value attributed to VSee Lab of $60.50 million as determined by the Board in its negotiations with VSee Lab management. The options are fully vested at the closing of the business combination and in accordance with ASC 805 are deemed to be part of the consideration granted in the business combination exchange as such no compensation expense is recognized. There are a total of 174,302 options issued to employees whom will vest between 40% and 60% over a one year service period subsequent to the business combination which would be valued at the effective grant date to be recognized as compensation over the vesting period post business combination. As such, no adjustment was included on the balance sheet as no expense would be incurred for these options. Refer to Note E below on adjustment to the statement of operations for further discussion.
F. | Reflects the allocation of the purchase price for the acquisition of iDoc. Upon closing all of the outstanding shares of iDoc would be exchanged for 4,950,000 Common Stock of VSee Health Inc. The number of shares was based on the estimated value attributed to iDoc of $49.50 million. iDoc provider of tele-intensive acute care, and tele-neurocritical care in high value hospital environments. iDoc leverages 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. The iDoc is a virtual health services management company that is 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. The goodwill of $44.88 million is from the plan to continue to harness its scale to further grow the value proposition of the platform for all stakeholders. |
Below is the summary and allocation against the preliminary estimated of the purchase price to the assets acquired and liabilities assumed (in millions) as follows:
Customer list |
| $ | 5.30 |
Trade name | 1.38 | ||
Net liabilities | (2.06) | ||
Total identified assets and liabilities | 4.62 | ||
Purchase consideration | (49.50) | ||
Goodwill | $ | 44.88 |
Customer list — To determine the estimated value of the customer list for iDoc the Multiple Period Excess Earnings Method “MPEEM” discounted cash flow approach was used to measure the fair value of an intangible asset. Under the MPEEM, the free cash flows for a group of assets is determined, and then adjusted for a contributory charge for the use of other identifiable tangible and intangible assets. The present value of the resulting excess cash flows is adjusted for any tax benefits and the resulting amount represents the fair value of the intangible asset. Since the intellectual property is the core asset of iDoc, the primary intellectual property consisting of iDoc’s designs, trademarks and processes, were evaluated using the MPEEM. Based on industry information and perceived risk of each individual contributory asset, it was determined that a reasonable return for fixed assets was 12.0% and the reasonable rate of return for working capital was 6.5% based on iDoc’s current line of credit. Management has assigned estimated lives of 10 years for the iDoc customer list.
Trade name — The Relief from Royalty method considers what a purchaser could afford, or would be willing to pay, for a license of similar intellectual property rights. The royalty stream is then capitalized reflecting the risk and return relationship of investing in the asset. The Relief from Royalty technique has been used for many years in the valuation of intangible assets and intellectual property. It is based on the assumption that the owner of intangible property is “relieved” from paying a royalty to obtain its use. This method requires that the intellectual property have been developed to the point where it can be expected that products encompassing the technologies could be produced within a reasonable period of time. Second, there was sufficient data to develop reasonable estimates of the royalty base (i.e., projected revenues). Third, there was adequate data to support the determination of a reasonable royalty rate. Finally, the Relief from Royalty Approach accounts for market conditions, the economic life of the Intellectual Property and the risk associated with receiving future economic benefits. A Royalty rate of 1% was used to determine the estimated value of the
46
trade name. The trade name is a non-depreciable asset that was analyzed for impairment annually or when indicator are present that would indicate impairment.
G. | Reflect the issuance of shares of certain indebtedness owed by DHAC converted into Series A Preferred Stock at the Closing of the Business Combination, resulting in the issuance of 126,800 common share equivalents for the settlement of $0.93 million in promissory notes held at March 31, 2024 by DHAC, $0.25 million in related party advances held as March 31, 2024, $0.01 million of accrued administrative fees and accrued expenses held at March 31, 2024. As a result 1,268 Preferred Shares to be issued with par value of $0.0001. The par value is minimal as such $1.27 was applied to additional paid in capital. |
H. | Reflect the issuance of shares of certain indebtedness owed by VSee Lab and iDoc converted into Series A Preferred Stock at the Closing of the Business Combination, resulting in the issuance of 300 Preferred Shares for the settlement of $0.30 million in Promissory notes held at March 31, 2024 by iDoc, and 220 Preferred Shares for settlement of $0.22 million in notes payable by VSee Lab held as March 31, 2024. The par value is minimal for the Preferred Shares as such $0.52 was applied to additional paid in capital. In additional $0.59 million of Notes payable held at March 31, 2024 by iDoc were settled via the issuance of 292,500 shares of common stock. |
I. | Reflect the payoff of the investor note payable held by DHAC in cash at the closing for $0.37 million, resulting in an additional $0.57 million in related amortization and interest that would become due as part of the mandatory early repayment. |
J. | Reflect the convertible note issued as a commitment fee in connection with the Equity Purchase Agreement with an institutional and accredited investor pursuant to which DHAC may sell and issue to the investor, and the investor is obligated to purchase from DHAC, up to $50,000,000 of its newly issued shares of the Company’s Common Stock, from time to time over a 36-month period (the “Equity Purchase Commitment Period”) beginning from the sixth (6th) trading day following the closing of the Business Combination transaction (the “Equity Purchase Effective Day”), provided that certain conditions are met. The Company also agreed to file a resale registration statement to register shares of Common Stock to be purchased under the Equity Purchase Agreement with the SEC within 45 days following the Equity Purchase Effective Day, and shall use commercially reasonable efforts to have such registration statement declared effective by the SEC within 30 days of such filing. During the Equity Purchase Commitment Period, DHAC may suspend the use of the resale registration statement to (i) delay the disclosure of material nonpublic information concerning the Company in good faith or (ii) amend the registration statement concerning material information, by providing written notice to the investor. Such suspension cannot be longer than 90 consecutive days (or 120 days in any calendar year). The investor has agreed not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s Common Stock. On the Equity Purchase Effective Day, the Company will issue to the investor, as a commitment fee for this equity purchase transaction, a senior unsecured convertible note in a principal amount of $500,000 that is convertible into shares of the Company’s Common Stock at a fix conversion price of $10 per share (the “Equity Purchase Note”). |
K. | Reflect the issuance of shares of certain indebtedness owed by iDoc and Vsee Lab of $0.60 million each for a total of $1.2 million, settled with the issuance of 300,000 common stock for a total of 600,000 shares. |
L. | Reflects the elimination of due to due from between iDoc and VSee Lab of $0.21 million. |
M. | Reflects the payment of $250,000 at closing for the factoring arrangement held by iDoc. |
47
Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations
The pro forma adjustments included in the unaudited pro forma condensed combined and consolidated statements of operations for the three months period ended March 31, 2024 and for the years ended December 31, 2023 is as follows:
A. | Reflects elimination of investment income on the Trust Account. |
B. | Reflects the estimated transaction costs of approximate $1.86 million as if incurred on January 1, 2023, the date the Business Combination occurred for the purposes of the unaudited pro forma condensed combined statement of operations. This is a non-recurring item. See Note C of the unaudited proforma balance sheet adjustment. |
C. | To reflect incremental amortization expense as a result of the fair value adjustment to intangible assets. Amortization expense related to customer list valued at $5.30 million over 10 years. Amortization expense of $0.53 million for year ended December 31, 2023. Amortization expense related to the customer list as general and administrative expense. The trade name is a non-depreciable asset that was analyzed for impairment annually or when indicator are present that would indicate impairment. See Note F of the unaudited proforma balance sheet adjustment. |
D. | To reflect an adjustment to record interest expense of $0.63 million for the following financing arrangements: To adjust for interest expense of 12.00% reflecting interest since January 1, 2023 of $0.36 million and the 7% original issue discount of $0.30 million on under the Quantum Note. See Note D of the unaudited proforma balance sheet adjustment. In addition, the adjustment reflects interest expense of $0.06 million in related amortization and interest that would become due as part of the mandatory early repayment. See Note I of the unaudited proforma balance sheet adjustment. |
E. | To reflect the stock based compensation for the 174,302 options granted to the employees which vest over a one-year period. The value of the options was $0.80 million using Black Scholes valuation model. Resulting in $0.80 million for the year ended December 31, 2023. The inputs were as follows: |
Risk-free interest rate |
| 5.10 | % | |
Expected terms (years) | 1.0 | |||
Expected volatility | 95.0 | % | ||
Exercise price | $ | 12.11 | ||
Stock price | $ | 12.11 |
F. | Although the blended statutory rate for the entity post business combination would be 21%, the combined pro forma information under both scenarios results in a net loss for tax purposes. As such, a full valuation allowance has been applied resulting in no anticipated tax provision. |
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Note 4. Net Income (Loss) per Share
Net income (loss) per share was calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination and the related transactions, assuming the shares were outstanding since January 1, 2023. As the Business Combination and the related transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net income (loss) per share assumes that the shares issuable relating to the Business Combination and related have been outstanding for the entirety of all periods presented.
The unaudited pro forma condensed combined financial information has been prepared to present two alternative scenarios with respect to redemption of Common Stock by DHAC Public Stockholders at the time of the Business Combination for the years ended December 31, 2023 (in thousands, except shares and per share numbers):
| Three months Ended |
| Year Ended | |||
March 31, 2024(1) | December 31, 2023(1) | |||||
Pro forma net loss | $ | (1,557) | $ | (15,188) | ||
Weighted average shares outstanding – basic and diluted | 15,308,620 | 15,308,620 | ||||
Net loss per share – basic and diluted | $ | (0.10) | $ | (0.99) | ||
Excluded securities:(2) | ||||||
Public Warrants | 11,500,000 | 11,500,000 | ||||
Private Warrants | 557,000 | 557,000 | ||||
Bridge Warrants | 173,913 | 173,913 | ||||
Extension Warrants | 26,086 | 26,086 | ||||
Quantum Convertible Note | 300,000 | 300,000 | ||||
Bridge Convertible Notes. | 320,375 | 320,375 | ||||
Tidewater assumed by DHAC Note | 292,500 | 292,500 | ||||
Bridge assumed by DHAC Notes | 600,000 | 600,000 | ||||
Stock options to be issued at effective time under stock option plan to be adopted at effective time | 803,646 | 803,646 |
(1) | Pro forma income (loss) per share includes the related pro forma adjustments as referred to within the section “Unaudited Pro Forma Condensed Combined Financial Information.” |
(2) | The potentially dilutive outstanding securities were excluded from the computation of pro forma net loss per share, basic and diluted, because their effect would have been anti-dilutive, issuance or vesting of such shares is contingent upon the satisfaction of certain conditions which were not satisfied by the end of the periods presented. |
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DESCRIPTION OF BUSINESS
Overview
Through our wholly-owned subsidiary VSee Lab, we offer a comprehensive telehealth platform for U.S. hospitals and enterprises. 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 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).
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.
To complement our offerings through VSee Lab, we also provide high acuity patient care solutions through our wholly-owned subsidiary — iDoc. Through iDoc, we offer. specialty intensive care unit services by providing physician services in the neurology intensive care unit (neurointensivists), cardiac intensive care unit (surgical and anesthesia intensivists), and medical intensive care units (pulmonary and critical care intensivists).
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.
VSee Lab Product Offerings
The telehealth platform we have created provides a set of powerful building blocks to solve clients’ urgent and growing needs.
Our “Patient Engagement Solutions” enable our health system customers to create a modern, warm, and productive experience, from scheduling an in-person appointment to conducting a virtual visit to reviewing the instructions from the physicians. Patients often need to use a legacy telephone system to engage their healthcare team or use the patient portal from the electronic medical record (EMR) companies where the user experience is often poor. Our patient engagement solutions deliver high engagement and high value and help our customers embrace the shift to digital patient experience.
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Our “Clinician Staffing Solutions” enable our health system customers to create a shared coverage model of staffing. Due to a shortage of clinicians, often times coverage is required to shift to external medical teams where the medical records and notes are passed back to the hospital clinicians. To address this, we offer a solution where an on-demand, i.e., walk-in, patient can be matched to a small set of physicians. If one of these physicians takes this patient, the other physicians are notified and they can accept the next patient in the waiting queue. If all these physicians are busy, our solution will use a hunt group protocol to notify another set of physicians, until this patient is seen by a physician. This routing system allows a patient to be efficiently routed among the clinicians directly employed by the hospital as well as routing to external medical groups for additional coverage. Without innovative digital solutions, hospitals would pay often pay locum tenens nurses and physicians at two times or more the rate of an employed clinician.
Our “Remote Physical Exam and Remote Patient Monitoring Solutions” allow the streaming of medical devices such as otoscope and stethoscope to conduct a remote physical exam live. This contrasts with video-only telehealth that does not allow remote exams. In addition, our solution allows remote patient monitoring where our customers can pull data from blood pressure cuffs, digital scales, etc., to allow clinicians to monitor a patient remotely. Many existing telehealth tools are limited to only seeing someone via video while our solution augments the video experience with medical devices. Such capability allows our clients to seamlessly go from text only, audio only, video only, to full medical device streaming and monitoring.
Our “AI for telesitter and telenursing Solutions” enable healthcare systems to use AI and remote nurses to augment the staffing of bedside nurses, thereby minimizing the impact of nursing shortages. Our offering includes remote admission and discharge, asynchronous and on-demand nursing mentoring, and AI that monitors events in the patient’s room - such as creating virtual fencing for fall prevention, detecting if a patient is under stress, etc. VSee Lab’s AI is able to convert events in the patient’s room into events in VSee Lab’s task queues, where VSee Lab can route the events to first line telenurses. If the first line nurses do not respond the events within a threshold, the events are routed to nurses in a command center - where this 2 layer nursing coverage minimizes the chance that an adverse event is not processed.
Our solutions and technologies have the following features and advantages:
Our Simple Patient Experience. Before the virtual visit, our telehealth platform allows healthcare providers to:
● | Invite patients to your branded waiting room by email, SMS or website embedded button; |
● | Allow on-demand walk-ins and/or scheduled visits; |
● | Customize intake forms with logic such as calculating GAD7, etc.; |
● | Automate compliance with consent and provider state-matching, i.e., patient will only see providers with medical license in the patient’s state; |
● | Verify insurance eligibility; |
● | Collect online credit card payments; |
● | Lower wait times with wait queue tagging of specific clinician and hold my spot; |
● | Show educational videos or articles as patients wait; and |
● | Live chat with the front desk. |
During the virtual visit, we allow healthcare providers to:
● | See patients text only, audio only, or 1-on-1 video or group video; |
● | Add in remote family members, interpreters, and other care team members scheduled or on-demand; |
● | Share and annotate images, documents and websites as though you were face-to-face; |
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● | Send files; |
● | Push additional forms for patients to fill out or sign; |
● | Live stream digital peripherals such as otoscopes and stethoscopes for remote physical examination; and |
● | Far end pan, tilt, zoom camera control. |
After the virtual visit, we allow healthcare providers to:
● | Pass patients back to front desk staff or scheduler to schedule the next appointment; |
● | Have patients self-schedule follow-up visits via VSee patient portal; |
● | Send auto-confirmations and reminders via email & SMS; |
● | Let patients immediately review their visit notes & attachments via VSee patient portal; |
● | Get instant feedback with a post-visit survey; |
● | Have patients pick up ePrescribe medication (including EPCS) from self-selected pharmacy; and |
● | Receive SuperBill for billing insurance. |
In addition to virtual visits, we also allow patients to engage their everyday wellness:
● | Set personal health and wellness goals with their care team; |
● | Track their own progress with wellness device data from Fitbit, wireless scales, blood pressure cuffs, etc.; |
● | Share their food diary, mood chart, or other wellness charts; and |
● | Securely message questions to their provider or just share vacation photos. |
Our Productive Clinician Experience. Setting up telehealth is often a complex experience, but our system allows fast setup and go live by which healthcare providers can:
● | Set up a tailored online practice in as a fast as a few hours; |
● | Add logo, room description, provider profiles, legal documents; |
● | Create or remove new providers, patients, and waiting rooms; |
● | Turn on/off options for 250+ points of configuration without doing programming (no code); |
● | asynchronous (eConsult) workflow; |
● | walk-ins, appointments, group appointments; |
● | online payments, eligibility, claims submissions; |
● | flexible intake forms with logic and attachments; |
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● | scheduled appointment interpreter service dispatch; and |
● | Integrate with electronic medical records (EMRs) such as EPIC, Cerner, etc. |
VSee supports efficient team coordination by allowing healthcare providers to:
● | Set sound alerts and mobile notifications for when a patient is ready to be seen; |
● | Manage all patients from different waiting rooms in a single dashboard; |
● | Track patients throughout their visit — know exactly where they are at any point In the patient journey; and |
● | Coordinate among the Medical Administrative Specialists, nurses, physicians, schedulers with internal chats and customizable visit tags. |
Our Powerful Administrative Features. In addition to providing a simple patient and productive clinician user experience, VSee also provides powerful administrative features to enable enterprise control of their telehealth operations by allowing healthcare providers to:
● | Enforce HIPAA with user access roles and intrusion logging; |
● | Manage clinician staffing and patient scheduling with rich master calendar; |
● | Set visit payment amounts, generate invoices and superbills, and setup insurance claims engines; |
● | Build an actionable data dashboard with drag-and-drop widgets to monitor patient satisfaction, wait time, etc.; |
● | Create admin dashboard reports and export to third party visualization engines; and |
● | Manage call recordings policies and archives. |
In addition to the features above, our platform supports numerous enterprise scaling features, such as ensuring compliance with state medical license rules across thousands of providers, using routing to balance patient load across all the clinicians in a healthcare system, and using patient tagging to efficiently move a patient within a department. VSee also supports powerful security models such as strong encryption, single-sign-on (SSO), multi-factor-authentication (MFA), and VSee has passed the SOC2 audit.
iDoc’s Offering of Services and Technologies
As a solutions company focused on inpatient specific disease areas with intentional purpose driven growth, and areas to provide access to general and specialty care to vulnerable patient populations, iDoc has a patient e-consultation service that is currently tailored to provide outpatient care to correctional facilities predominantly at the Federal level. The unique security challenges for digital healthcare as well as in person care positions iDoc’s platform to meet the rigorous requirements of the Federal Bureau of Prisons (FBOP). Through our own network of physicians, we provide e-consults in over 14 specialties to the FBOP including areas such as mental health, cardiology, oncology, rheumatology, neurology, nephrology, and more. We connect the patient to the specialty physicians to minimize care delays and transport safety concerns.
We are focused on providing the highest level of clinical and operational quality. We have developed a comprehensive quality management program that supports evidence-based practices, tracks customer satisfaction levels and encourages continuous improvement of telemedicine services. Our clinical leaders regularly review industry accepted standards and, when appropriate, make changes to our protocols. As new practice standards are introduced, our network of board-certified physicians and other provider specialists review these standards and adapt them for national telemedicine practice. Our network physicians and other specialists are continuously trained and evaluated to appropriately integrate and utilize these updated practice standards.
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We have developed a care delivery model that intentionally collaborates with hospital systems, healthcare providers, and health care administrators to deliver a customizable solution and experience for the patient. iDoc uses its internally developed telehealth software to deliver the right care at the right time bridging specialty critical care physicians with critically ill patients.
The iDoc technology platform consists of video conferencing, electronic health records, and billing technology working seamlessly to provide telemedicine consults for clinical practice. The virtual healthcare platform can be used individually or in conjunction with native applications/resources or as a whole package. All conference connections are HIPAA compliant and secured through HTTPS/ TLS 1.2+ level encryption. Recorded video EEG data (no other video or audio recordings are made/stored) is transmitted using industry standard HTTPS/TLS 1.2+ and stored in the iDoc AWS cloud. The data stays encrypted at rest No ePHI is stored by this module.
The iDoc clinical dashboard gives providers an intuitive and multi-level view of patients in both aggregate and individual modes. This system interfaces with the client’s vital signs monitors (and other data when available) to facilitate the patient monitoring process. Support for handoffs includes sticky notes and messaging. Customizable alert levels ensure alarms are valid and help prevent “alert fatigue”. This system interfaces with the client’s vital signs monitors (and other data when available) to facilitate the patient monitoring process.
To ensure quality, iDoc has developed a comprehensive quality management program that supports evidence-based practices, tracks customer satisfaction levels and encourages continuous improvement of telemedicine services. We regularly review industry accepted standards and, when appropriate, make changes to our protocols. As new practice standards are introduced, our network of board-certified physicians and other provider specialists review these standards and adapt them for national telemedicine practice. Our network physicians and other specialists are continuously trained and evaluated to appropriately integrate and utilize these updated practice standards.
Market Opportunity
We believe there are two significant trends and challenges facing healthcare in the United States: first, we believe that hospitals need a better method to engage with their patients, to make the patient’s experience dealing with healthcare easier; second, we believe that hospitals need better clinician staffing options since there is an ever growing shortage of nurses and physicians across America.
In addition, intensive care units have become increasingly complex environments, the dramatic increase in surgical therapeutic options for stroke, and the proliferation of the Joint Commission on Accreditation of Healthcare Organizations (JCAHO) and Det Norske Veritas (DNV) stroke centers with the advent of multi-modal monitoring in the neurointensive care unit, the need and use of electroencephalogram (EEG), the demand for intensivists with the knowledge to care for these patients has led to the growth of neurointensivists (critical care physicians with specialty training in neurosciences). The increasing utilization of extracorporeal membrane oxygenators (ECMO) and left ventricular assist devices (LVAD) has led to increase demand for cardiac intensivists (critical care physicians with specialty training in cardiac disorders). The growth and evolution of cloud services and technology focused on delivering health care has led to the ability and need to provide greater and more specialty tele-intensive care and telemedicine solutions to be developed and adopted.
Our business model is designed to both empower the clinicians while satisfying the IT security requirements, where we become the digital transformation tool that allows healthcare enterprises to tackle the twin mega trends and challenges of patient engagement the clinician shortage. Our revenue-generating customers, primarily healthcare enterprises, have access to a suite of telehealth building blocks to support their use cases. Our focus on clinician-centric product design and productivity is what led us to create the no code approach to telehealth configuration, where instead of having clinicians at the mercy of the IT, the clinicians can configure their own telehealth software using a graphical user interface and simple setup instructions.
We believe that the health system is not generally capable of training the necessary critical care physicians to meet the increasing demand from densely populated to rural hospitals or from large academic medical centers to micro hospitals (hospitals with typically less than 25 beds). For hospitals which are lacking physician staffing, iDoc physicians develop and staff ICU facilities through telemedicine. We collaborate in tracking the signs of early disease recognition and recovery in a patient’s condition. We specialize in providing state of the art equipment for audiovisual monitoring of the patient in a real time synchronous interface with hospital EHR systems.
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Sales and Marketing
We employ a direct sales organization composed of highly trained team members. The sales organization is segmented primarily by customer type. For example, there is one enterprise-focused team concentrating on mental health and another concentrated on health systems. Our direct sales organization also reaches customers through indirect channels, such as third-party resellers and premiers. We also have a team of experienced sales executives who are primarily responsible for selling our solutions and services directly to hospitals and health systems. In addition, we have developed channel customers who incorporate our platform as part of a model that combines on-site staffing solutions with telemedicine
The direct sales organization is supported by marketing and customer success specialists. Our marketing program supports our growth and lead generation though content development, brand awareness, search engine optimization, field marketing events, integrated campaigns, industry relations and public media. We generate customer leads, accelerate sales opportunities, and build brand awareness through our marketing programs, both digitally and via strong word of mouth and client references. These programs target decision makers to provide information about our company and solutions through digital channels such as LinkedIn, our annual conference, online webinars, and tradeshows. Our customer success team supports customer retention by working directly with customers to produce higher engagement with our solutions, which in turn expands their use of the platform in the future.
Competition
We view as competitors those companies that currently or in the future will develop and market virtual care technology (devices, software, and systems) or provide virtual care services, such as the delivery of on-demand access to healthcare and specialty disease state and care management and services. Competition focuses on, among other factors, software as a service (SAAS), experience in operations, customer service, quality of technology and know-how, and reputation. Competitors in the telehealth and specialty medical services market include MDLive, Inc. (now owned by Cigna), American Well Corporation, Included Health, and Accolade, Inc., among other smaller industry participants. Neuro and/or ICU specialty competitors include NeuroCall, Ceribell, and Specialist on Call. Technology solution competitors include American Well Corporation, MDLive, Teladoc, as well as smaller technology providers. Each of VSee and iDoc also faces competition from large, well-financed health plans that in some cases have developed their own virtual care, expert medical service or in-house software platforms, as well as large technology and retail companies, such as Google, Microsoft, Amazon and Walmart, which have or may in the future develop or acquire their own virtual care solutions.
Many of our competitors are well financed, have been in business for substantially longer, have substantial financial resources and long standing contracts and relationships with major customers. Many of our competitors have public financial structures which enable them access to significant amounts of capital at a relatively low cost of capital. We have experienced, and expect to continue to experience, intense competition from a number of companies, and we expect such competition to increase as our industry evolves.
Our competitors may announce new products, services, or enhancements that better address changing industry standards or the needs of customers. Any such increased competition could cause pricing pressure, loss of market share or decreased client engagement, any of which could adversely affect our business and operating results. Internet search engines could also change their methodologies in ways that adversely affect our ability to optimize our page rankings within their search results. If this occurs, our ability to successfully market our services to customers may be harmed and our business results may suffer.
Particularly, VSee Lab faces competition across three categories: 1) EMR’s built in telehealth tool, 2) TelaDoc, AmWell, Zoom, Microsoft Teams, and 3) home-grown custom-built solutions.
● | Competing with EMR’s build in telehealth: Almost all electronic medical record (EMR) systems now have built in telehealth tools. These tools are mainly video conference; such as adding a button to make a Zoom or Microsoft Teams or Twilio video call. VSee is designed to integrate with the EMR, thus while we compete with the EMR’s built-in telehealth tool, we also add value to the EMRs. While the software offered by such competitors are more rigid and more time consuming with respect to requested changes to the workflow, VSee allows changing workflow in minutes via our no code option and in days and weeks via our low code option. |
● | Competing with Telehealth and Video Conference Software: In many healthcare enterprises, Zoom and Microsoft Teams have approached telehealth with video conferencing. In contrast, VSee provides productivity and patient engagement features that go beyond video only. We also face competition from TelaDoc, specifically their InTouch offering, and AmWell, both of which are mature and established companies. |
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● | Competing with home grown or custom-built software: Given that some existing telehealth vendors such do not satisfy many client requirements, many clients decide to build their telehealth from scratch. Such projects require dozens of engineers and often take many months or even years. |
iDoc’s primary competitors include Hicuity Health, INTELEICU, and enVision teleICU (segment of INOVA), among others. While there are several competitors in this industry, many began from a hardware-centric focus, aiming to extend and integrate their devices into hospitals. We approached the development of our services and software platform differently by focusing on optimizing an extensive network of board-certified physicians and other provider specialists across numerous complex workflows. As a result, configurability, modularity, and optimization became imperative, and we subsequently made these capabilities available on a low-code development platform to address the configurability needs of our customers. We believe we compete favorably based on the following key competitive factors for our industry:
● | access to a broad network of established, board-certified physicians and other provider specialists; |
● | purpose-built acute care platform with highly configurable workflows and easy integration; |
● | demonstrated scalability; |
● | clinical and service quality; |
● | customer satisfaction; |
● | value; |
● | reporting, analytics and benchmarking; |
● | experience; and |
● | flexibility. |
Research and Development
The Telemedicine and Tele-intensive care market is a rapidly evolving industry. Our ability to continue differentiating and enhancing our platform and services depends on our capacity to introduce new services, technologies, and functionality. Due to capital constraints, we currently do not have active research and development spending. Strategically, to maintain and grow our market viability and strength, we plan to focus our future research and development on delivering new products and further enhancing our solutions’ functionality, performance, and flexibility.
U.S. Law and Regulations
Our operations are subject to comprehensive United States federal, state and local regulation in the jurisdictions in which we do business. The laws and rules governing our business and interpretations of those laws and rules continue to expand and become more restrictive each year and are subject to frequent change, especially health regulatory requirements. Our ability to operate profitably will depend in part upon our ability, and that of our affiliated provider network, to operate in compliance with applicable laws and rules. Those laws and rules continue to evolve, and we therefore devote significant resources to monitoring developments in healthcare regulation. As the applicable laws and rules change, we are likely to make conforming modifications in our business processes from time to time. No assurance can be made that a review of our business by courts or regulatory authorities will not result in determinations that could adversely affect our operations or that the healthcare regulatory environment will not change in a way that restricts our operations.
Data Protection, Security, and Regulatory Compliance
The data we collect and process is an integral part of our tools and solutions. In addition, our business is subject to extensive, complex, and rapidly changing federal and state laws and regulations governing data collection, healthcare regulation, financial services laws, regulations and rules, such as the Payment Card Industry Data Security Standards, and related matters. Our respect for
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laws and regulations regarding the collection and processing of personal data underlies our strategy to improve our security model and implementation. While we believe we comply in all material respects with applicable laws and regulations, these regulations can vary significantly from jurisdiction to jurisdiction, and interpretation and enforcement of existing laws and regulations may change periodically. Federal and state legislatures also may enact various legislative proposals that could materially impact certain aspects of our business. For additional information, see “Risk Factors - Risks Related to Our Business - We are subject to stringent and changing laws, regulations, self-regulatory schemes, contractual obligations, and standards related to privacy, data protection, and information security. The actual or perceived failure by us, our customers, partners, or vendors to comply with such obligations could harm our reputation, subject us to significant fines and liability, or otherwise adversely affect our business.”
Data Collection and Protection
We collect and use personal information for the purpose of clinical care on the behalf of our healthcare clients. In some instances, we may use third-party service providers to assist us in the collection efforts.
All data is encrypted in transit and at rest using TLS 1.2, and personal health information is encrypted at rest using AES-256 encryption. Along with a dedicated in-house security team and contracted security researchers, we are SOC2 audited by an external team.
U.S. State and Federal Health Information Privacy and Security Laws
There are numerous U.S. federal and state laws and regulations related to the privacy and security of personally identifiable information, including health information. In particular, HIPAA established privacy and security standards that limit the use and disclosure of protected health information, referred to as PHI, and require the implementation of administrative, physical, and technical safeguards to ensure the confidentiality, integrity, and availability of individually identifiable health information in electronic form. Our members as well as certain of our enterprise customers are regulated as covered entities under HIPAA. As a service provider who creates, receives, maintains, or transmits PHI on behalf of these covered entities for certain of our services, we are a “business associate” as defined under HIPAA.
Violations of HIPAA may result in civil and criminal penalties and a single breach incident can result in violations of multiple standards. In the event of a breach, we must also comply with HIPAA’s breach notification rule and our covered entity enterprise customers may require we provide assistance in the breach notification process and may seek indemnification and other contractual remedies. State attorneys general also have the right to prosecute HIPAA violations committed against residents of their states, and individuals have used HIPAA standards as the basis for the duty of care in state civil suits, such as those for negligence or recklessness in misusing personal information. In addition, HIPAA mandates that HHS conduct periodic compliance audits of HIPAA covered entities and their business associates for compliance.
Further, many states in which we operate and in which our members and customers as well as their patients reside also have laws that protect the privacy and security of sensitive and personal information, including health information, information regarding mental health and substance use treatment, and other information related to the provision of healthcare services. Some of these laws also prohibit unfair privacy and security practices and deceptive statements about privacy and security place specific requirements on certain types of activities, such as data security and texting. These laws may be similar to or even more protective than HIPAA and other federal privacy laws. For example, the laws of the State of California, in which we operate, are more restrictive than HIPAA, including the provisions of the California Consumer Privacy Act, or CCPA, which went into effect January 1, 2020. While any information we maintain in our role as a business associate may be exempt from the CCPA, other records and information we maintain on our members may be subject to the CCPA. Where state laws are more protective than HIPAA or require us to take action such as breach notification, we must comply with the state laws we are subject to, in addition to HIPAA. In certain cases, it may be necessary to modify our planned operations and procedures to comply with these more stringent state laws. Not only may some of these state laws impose fines and penalties upon violators, but also some, unlike HIPAA, may afford private rights of action to individuals who believe their personal information has been misused. In addition, state laws are changing rapidly, and there is discussion of a new federal privacy law or federal breach notification law, to which we may be subject. For additional information, see “Risk Factors - Risks Related to the Healthcare Industry.”
In addition to HIPAA, state health information privacy and state health information privacy laws, we may be subject to other state and federal privacy laws, including laws that prohibit unfair privacy and security practices and deceptive statements about privacy and security and laws that place specific requirements on certain types of activities, such as data security and texting.
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In recent years, there have been a number of well-publicized data breaches involving the improper use and disclosure of PII and PHI. Many states have responded to these incidents by enacting laws requiring holders of personal information to maintain safeguards and to take certain actions in response to a data breach, such as providing prompt notification of the breach to affected individuals and state officials. In addition, under HIPAA and pursuant to the related contracts that we enter into with our business associates, we must report breaches of unsecured PHI to our contractual partners following discovery of the breach. Notification must also be made in certain circumstances to affected individuals, federal authorities and others.
Federal and State Telecommunications Laws
There are a number of federal and state laws and regulations potentially applicable to communications by phone, text message, or facsimile, including the TCPA, and those laws and regulations are continuously evolving. Our services that allow members and other platform users to leverage such telephonic communications may be subject to these laws and regulations.
Other Healthcare Laws and Regulations and Health Reform
There are many laws that govern the activities of healthcare professionals, some of which may be applied to us because of our relationships with them. Some of these requirements may apply to us even if we do not have a physical presence in the state, based solely on our agreements with providers licensed in the state. Many states limit the scope of business relationships between business entities and medical professionals. For example, while many states’ fee-splitting laws only prohibit a physician from sharing medical fees with a referral source, some states have interpreted certain management agreements between business entities and physicians as unlawful fee-splitting. These laws generally prohibit us from exercising control over the medical judgments or decisions of physicians and non-physician healthcare providers and from engaging in certain financial arrangements, such as splitting professional fees with healthcare providers. In addition, certain federal and state anti-kickback and false claims laws may apply to us indirectly through our arrangements with healthcare professionals and entities. Statutes and regulations relating to the practice of medicine, anti-kickback, fraud, fee-splitting, and similar issues vary widely from state to state. Because these laws are often vague, their application is frequently dependent on court rulings and attorney general opinions.
In addition, there have been several legislative and regulatory changes and proposed reforms of the healthcare system to contain costs, improve quality, and expand access to care. It is also possible that additional governmental action is taken in response to the COVID-19 pandemic. Failure to comply with any of these laws or regulations could lead to adverse judicial or administrative action against us and/or our provider customers, civil or criminal penalties, receipt of cease and desist orders from state regulators, loss of provider licenses, the need to make changes to the terms of engagement of our provider customers that interfere with our business, and other materially adverse consequences.
U.S. Federal and State Fraud and Abuse Laws
Successfully commercializing a telehealth technology will depend on broad health insurance or third party payor coverage. Government and private payors institute coverage criteria to ensure the appropriate utilization of products and services and to control costs. Limited third party payor coverage for a technology or procedure may limit adoption and commercial viability, while broader coverage supports optimal market uptake. Favorable coverage decisions by government payors like Medicare or Medicaid is critical because private payors typically follow the government’s lead regarding reimbursement. However, manufacturers whose technology is reimbursed by the government payors are subject to various U.S. federal and state laws pertaining to healthcare fraud and abuse. These laws can be implicated by inappropriate sales and marketing arrangements with healthcare providers. Many commonly accepted commercial practices are illegal in the healthcare industry and violations of these laws are punishable by criminal and civil sanctions, including, in some instances, exclusion from participation in U.S. federal and state healthcare programs, including Medicare and Medicaid.
Federal Stark Law. Our affiliated provider network may be subject to the federal self-referral prohibitions, commonly known as the Stark Law. Where applicable, this law prohibits a physician from referring beneficiaries of certain government programs to an entity providing “designated health services” if the physician or a member of such physician’s immediate family has a “financial relationship” with the entity, unless an exception applies. The penalties for violating the Stark Law include the denial of payment for services ordered in violation of the statute, mandatory refunds of any sums paid for such services, civil penalties for each violation, and possible exclusion from future participation in the federally funded healthcare programs. A person who engages in a scheme to circumvent the Stark Law’s prohibitions may be fined for each applicable arrangement or scheme. The Stark Law is a strict liability statute, which means proof of specific intent to violate the law is not required. In addition, the government and some courts have taken the position that claims presented in violation of the various statutes, including the Stark Law can be considered a violation of the federal False Claims Act (described below) based on the contention that a provider impliedly certifies compliance with all applicable
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laws, regulations and other rules when submitting claims for reimbursement. A determination of liability under the Stark Law could harm our business.
Federal Anti-Kickback Statute. We are also subject to the federal Anti-Kickback Statute. The Anti-Kickback Statute is broadly worded and prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for, or to induce, (i) the referral of a person covered by Medicare, Medicaid or other governmental programs, (ii) the furnishing or arranging for the furnishing of items or services reimbursable under Medicare, Medicaid or other governmental programs or (iii) the purchasing, leasing or ordering or arranging or recommending purchasing, leasing or ordering of any item or service reimbursable under Medicare, Medicaid or other governmental programs. Certain federal courts have held that the Anti-Kickback Statute can be violated if “one purpose” of a payment is to induce referrals. In addition, a person or entity does not need to have actual knowledge of this statute or specific intent to violate it to have committed a violation, making it easier for the government to prove that a defendant had the requisite state of mind or “scienter” required for a violation. Moreover, the government may assert that a claim including items or services resulting from a violation of the Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act, as discussed below. Violations of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmental programs as well as civil and criminal penalties, including fines per violation and damages of up to three times the amount of the unlawful remuneration, and imprisonment of up to ten years. Imposition of any of these remedies could harm our business. In addition to a few statutory exceptions, the U.S. Department of Health and Human Services Office of Inspector General, or OIG, has published safe harbor regulations that outline categories of activities deemed protected from prosecution under the Anti-Kickback Statute provided all applicable criteria are met. The failure of a financial relationship to meet all of the applicable safe harbor criteria does not necessarily mean that the particular arrangement violates the Anti-Kickback Statute. However, conduct and business arrangements that do not fully satisfy each applicable safe harbor may result in increased scrutiny by government enforcement authorities, such as the OIG.
False Claims Act. Both federal and state government agencies have continued civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies and their executives and managers. Although there are a number of civil and criminal statutes that can be applied to healthcare providers, a significant number of these investigations involve the federal False Claims Act. These investigations can be initiated not only by the government but also by a private party asserting direct knowledge of fraud. These “qui tam” whistleblower lawsuits may be initiated against any person or entity alleging such person or entity has knowingly or recklessly presented, or caused to be presented, a false or fraudulent request for payment from the federal government, or has made a false statement or used a false record to get a claim approved. In addition, the improper retention of an overpayment for 60 days or more is also a basis for a False Claim Act action. Penalties for False Claims Act violations include fines for each false claim, plus up to three times the amount of damages sustained by the federal government. A False Claims Act violation may provide the basis for exclusion from the federally funded healthcare programs. In addition, some states have adopted similar fraud, whistleblower and false claims provisions.
Federal Physician Self-Referral Law. The Federal Physician Self-Referral Law, also referred to as the Stark Law, prohibits a physician (or an immediate family member of a physician) who has a financial relationship with an entity from referring patients to that entity for certain designated health services, including durable medical equipment and supplies, payable by Medicare, unless an exception applies. The Stark Law also prohibits such an entity from presenting or causing to be presented a claim to the Medicare program for such designated health services provided pursuant to a prohibited referral, and provides that certain collections related to any such claims must be refunded in a timely manner. Exceptions to the Stark Law include, among other things, exceptions for certain financial relationships, including both ownership and compensation arrangements. The Stark Law is a strict liability statute: to the extent that the statute is implicated and an exception does not apply, the statute is violated. In addition to the Stark Law, many states have implemented similar physician self-referral prohibitions that may extend to Medicaid, third party payors, and self-pay patients. Violations of the Stark Law must be reported and unauthorized claims must be refunded to Medicare in order to avoid potential liability under the federal False Claims Act for avoiding a known obligation to return identified overpayments. Violations of the Stark Law, the Anti-Kickback Statute, the Civil Monetary Penalties Law and/or the federal False Claims Act can also form the basis for exclusion from participation in federal and state healthcare programs.
Civil Monetary Penalties Law. The Civil Monetary Penalties Law (“CMPL”) authorizes the imposition of substantial civil money penalties against an entity that engages in certain prohibited activities including but not limited to violations of the Stark Law or Anti-Kickback Statute, knowing submission of a false or fraudulent claim, employment of an excluded individual, and the provision or offer of anything of value to a Medicare or Medicaid beneficiary that the transferring party knows or should know is likely to influence beneficiary selection of a particular provider for which payment may be made in whole or part by a federal healthcare program, commonly known as the Beneficiary Inducement CMP. Remuneration is defined under the CMPL as any transfer of items or services for free or for less than fair market value. There are certain exceptions to the definition of remuneration for offerings that meet the Financial Need, Preventative Care, or Promoting Access to Care exceptions (as defined in the CMPL). Sanctions for
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violations of the CMPL include civil monetary penalties and administrative penalties up to and including exclusion from participation in federal healthcare programs.
FCPA and Other Anti-Bribery and Anti-Corruption Laws. The U.S. Foreign Corrupt Practices Act (“FCPA”) prohibits U.S. corporations and their representatives from offering, promising, authorizing or making payments to any foreign government official, government staff member, political party or political candidate in an attempt to obtain or retain business abroad. The scope of the FCPA would include interactions with certain healthcare professionals or organizations in many countries. Our present and future businesses have been and will continue to be subject to various other U.S. and foreign laws, rules and/or regulations.
State Fraud and Abuse Laws. Most states in which we operate have also adopted similar fraud and abuse laws as described above. The scope of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. Some state fraud and abuse laws apply to items or services reimbursed by any payor, including patients and commercial insurers, not just those reimbursed by a federally funded healthcare program. A determination of liability under such state fraud and abuse laws could result in fines and penalties and restrictions on our ability to operate in these jurisdictions.
Reimbursement Related Regulation
Medicare. The Medicare program offers beneficiaries different ways to obtain medical benefits: (i) Medicare Part A, which covers, among other things, in-patient hospital, SNFs, home healthcare, and certain other types of healthcare services; (ii) Medicare Part B, which covers physicians’ services, outpatient services, durable medical equipment, and certain other types of items and healthcare services; (iii) Medicare Part C, also known as Medicare Advantage, which is a managed care option for beneficiaries who are entitled to Medicare Part A and enrolled in Medicare Part B; and (iv) Medicare Part D, which provides coverage for prescription drugs that are not otherwise covered under Medicare Part A or Part B for those beneficiaries that enroll.
Our affiliated provider network is reimbursed by the 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. Our 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.
Participation in Medicare/Medicaid Programs. Participation in the Medicare, including Medicare Advantage, and Medicaid programs is heavily regulated by federal and state (in the case of Medicaid) statute, regulation, policy, and guidance protocols. If a provider fails to comply substantially with the requirements for participating in the programs, the provider’s participation may be terminated and/or civil or criminal penalties may be imposed. Our affiliated network providers are enrolled with Medicare and certain Medicaid programs, and they also participate in arrangements administered by commercial payers under the Medicare Advantage program. In the ordinary course of business, we may from time to time be subject to inquiries, investigations and audits by federal and state agencies that oversee applicable government program participation. In addition to auditing compliance with program requirements, these audits can trigger, particularly when issues are identified, investigations, repayments, and requirements under certain of the U.S. Federal and State Fraud and Abuse Laws described above.
Commercial Insurance Providers. iDoc participates with commercial and/or private insurance carriers for its patient reimbursement fees. The fee schedule basis for payment by the commercial insurance providers is determined with Medicare reimbursement fee structure guidelines and if the Company is in network or out of network with the insurance carriers which varies based on state and insurer requirements.
COVID-19 Waivers and Limited Statutory Changes. As a result of the COVID-19 pandemic, federal and state governments have enacted legislation, promulgated regulations, and taken other administrative actions intended to assist healthcare providers seeking to utilize telemedicine methods in providing care to patients during the public health emergency. These measures include temporary relief from certain Medicare conditions of participation requirements for healthcare providers, temporary relaxation of licensure requirements for healthcare professionals by some states, temporary relaxation of privacy restrictions for telemedicine remote communications, and temporarily expanding the scope of services for which Medicare and Medicaid reimbursement is available during the emergency period. These changes have temporarily increased reimbursement available to our affiliated provider network for telemedicine services provided. We acknowledge the Public Health Emergency (PHE) expired on May 11, 2023. We also
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acknowledge that a significant number of limited statutory changes related to telehealth have been extended through December 2024 and in some states made permanent. As a result of the PHE expiration date of May 11, 2023, we have seen differing impacts to telehealth at the federal and state level but overall leaning towards increased adoption of telehealth services compared to pre-COVID-19 era.
FDA Regulation of Medical Devices
Certain software products often used in telemedicine platforms and offerings could fall under the broad category of digital health products that may, in certain circumstances, require the U.S. Food and Drug Administration (the “FDA”) regulatory review prior to marketing. The FDA generally maintains regulatory oversight over products that meet the Agency’s statutory definition of a “medical device.” In certain circumstances, software applications and their corresponding platforms are considered medical devices when they are intended to be used for one or more medical purposes and are consequently regulated by the FDA. Determining whether a product meets the definition of a medical device requires assessment of both design and intended use. Intended use of a product is determined by the intent of the manufacturer as evidenced by the design of the product and the product labeling. Labeling is a broad term that includes marketing and advertising claims. The FDA’s regulatory approach toward digital health technologies is set forth in both regulations and guidance documents. This requires analyzing (1) whether a product meets the FDA’s definition of a medical device and, if it does, (2) whether it is carved out from active regulation by one of the FDA’s digital health “enforcement discretion” policies. In general, the FDA’s overarching approach is to apply its regulatory oversight in a risk-based manner to only software functions deemed to meet the definition of medical devices (i.e., those intended for the diagnosis of disease or other conditions, or the cure, mitigation, treatment, or prevention of disease) and whose functionality could create patient safety risks in the event of a malfunction.
In the United States, medical devices are subject to extensive regulation at the federal level by the FDA under the Federal Food, Drug, and Cosmetic Act (“FDCA”) and its implementing regulations. The laws and regulations govern, among other things, medical device design and development, pre-clinical and clinical testing, pre-market clearance, authorization or approval, establishment registration and product listing, product manufacturing, product packaging and labeling, product storage, advertising and promotion, product distribution, recalls and field actions, servicing and post-market clinical surveillance. A number of U.S. states also impose licensing and compliance regimes on companies that manufacture or distribute prescription devices into or within the state.
If our products are marketed for clinical monitoring or therapeutic uses, they could be regulated by the FDA as medical devices. It is presently unclear what level of risk the agency would assign to such products, what special controls may be imposed on such products (if any), and what regulatory requirements would be applicable to such products.
Regulation Under the FTC
The Federal Trade Commission (“FTC”) also oversees the advertising and promotion of our products pursuant to broad authority to police deceptive advertising for goods or services within the United States. Under the Federal Trade Commission Act, the FTC is empowered, among other things, to
Further, medical device systems that include wireless radio frequency transmitters and/or receivers are subject to equipment authorization requirements in the United States. The Federal Communications Commission (“FCC”) requires advance clearance of all radio frequency devices before they can be sold or marketed in the United States. These clearances ensure that the proposed products comply with FCC radio frequency emission and power level standards and will not cause interference.
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Legal Proceedings
We 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 each of their respective 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.
As of the filing of the registration statement, we were not a party to any material legal proceedings.
Properties
Our principal executive offices are located at 980 N Federal Hwy #304, Boca Raton, FL 33432, and our telephone number is (561) 672-7068. Our website can be found at https://vseehealth.com/.
Furthermore, iDoc has physical operations in Boston, Massachusetts and Houston, Texas. Such office locations for personnel are contracted via short-term leases.
Employees
We currently have approximately 154 full-time equivalent employees and contractors, of which approximately 24 are board certified practicing physicians. Particularly, iDoc has an experienced team of board-certified neurointensivists, cardiac specialty trained intensivists, and medical intensivists that treat and coordinate care for acutely ill patients 24/7 in the neurointensive Care Unit (NICU), cardiac intensive care unit, and medical intensive care unit. None of our employees are represented by a labor union.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VSEE HEALTH
References in this section to “we,” “us”, “DHAC” or the “Company” refer to Digital Health Acquisition Corp. which was renamed VSee Health, Inc. in connection with the closing of the Business combination. The Company’s consolidated subsidiaries after giving effect to the Business Combination are hereby referred as “VSee Lab” for VSee Lab, Inc., a Delaware corporation and “iDoc for iDoc Virtual Telehealth Solutions, Inc., a Texas corporation. The discussion and analysis should be read together with VSee Health’s consolidated financial statements as of and for the nine months ended September 30, 2024 and 2023 and the related respective notes thereto. References to the “Sponsor” refer to Digital Health Sponsor LLC. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Overview
Prior to June 24, 2024, DHAC was 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 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
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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.
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. |
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● | 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.
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
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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 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.
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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.
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 payers and others for patient fee services. Third-party payers pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payers are generally less than billed charges. The Company receives less than its total established charges for its services. 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 payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts.
Revenue from third-party payers 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 and the Company may be exposed to increases or decreases in revenue that could be material.
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All of the Company’s telemedicine contracts for patient reimbursement fees are directly billed to the payers 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 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. Our 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.
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
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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.
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
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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.
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) | % |
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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 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
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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, 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 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.
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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) |
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.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF VSEE LAB
The following discussion and analysis provide information that VSee Lab’s management believes is relevant to an assessment and understanding of the results of operations and financial condition of VSee Lab, Inc. (“VSee Lab” and for purposes of this section only, referred to as the “Company”, “we,” “us” and “our”). The discussion and analysis below are based on VSee Lab’s financial statements for the three months ended March 31, 2024 and 2023 prior to the Business Combination. For post-Business Combination analysis and discussion based on VSee Health (the Combined Company)’s financial statements for the nine months ended September 30, 2024 and 2023, see section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of VSee Health”. This discussion may contain forward-looking statements based upon VSee Lab’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
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.
Telehealth Platform Solutions
VSee Lab offers Telehealth Solutions to health systems, medical groups, and individual medical practitioners. Our customers purchase access to a suite of pre-built telehealth modules to fully customize their virtual care model, including API driven technology platform for virtual healthcare delivery, and multiple real-time integrations of smart connected devices with sophisticated data science to deliver personalized health insight for use by medical professionals. Our customers purchase a subscription for access to our Telehealth Solutions. Pricing is based on the customer size ranging from a simple solo practice room to a custom multi-clinic solution for hundreds of providers. VSee Lab offers Telehealth Solutions on a per- user subscription basis as basic or enterprise levels, and a reduced-functionality version to our single physician users for free.
Material Trends, Events and Uncertainties
Impact of the COVID-19 Pandemic
The extent to which the coronavirus (“COVID-19”) outbreak and measures taken in response thereto impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. Global health concerns relating to the COVID-19 outbreak have been weighing on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty. Risks related to consumers and businesses lowering or changing spending, which impact domestic and international spend. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and business shutdowns. These measures have not only negatively impacted consumer spending and business spending habits, but they have also adversely impacted and may further impact our workforce and operations and the operations of its customers, suppliers, and business partners. These measures may remain in place for a significant period of time, and they are likely to continue to adversely affect our business, results of operations and financial condition. The spread of COVID-19 has caused us to modify our company’s business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events, and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.
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The extent to which the COVID-19 outbreak impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts to our business because of its global economic impact, including any recession that has occurred or may occur in the future.
There are no comparable recent events which may provide guidance as to the effect of the spread of COVID-19 and a global pandemic, and, as a result, the ultimate impact of the COVID-19 outbreak or a similar health epidemic is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations, or the global economy. However, the effects could have a material impact on our results of operations, and we will continue to monitor the COVID-19 situation closely.
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.
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.
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Critical Accounting Policies and Estimates
Basis of Presentation and Consolidation
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
Use of Estimates
The preparation of the VSee Lab’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes.
VSee Lab bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
VSee Lab recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. VSee Lab’s federal tax return and any state tax returns are not currently under examination.
VSee Lab has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Revenue Recognition
VSee Lab recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“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.
VSee Lab 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 services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. The
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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 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.
2) | Identify the performance obligations in the contract |
Performance obligations promised in a contract are identified based on the 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. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period.
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.
3) | Determine the transaction price |
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.
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. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect.
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 stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract.
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 is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or 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 as 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
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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 towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period.
Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. 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.
Cost of Revenue
Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of VSee Lab’s platform subscription services.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about VSee Lab’s ability to continue as a going concern. The continuation of VSee Lab’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should VSee Lab be unable to continue as a going concern.
VSee Lab’s ability to continue as a going concern will require it to obtain additional funding. If VSee Lab is unable to obtain sufficient funding, its business, prospects, financial condition and results of operations will be materially and adversely affected, and VSee Lab may be unable to continue as a going concern. In such an event, it would be forced to delay, limit, reduce or terminate its product development or commercialization efforts, or may be forced to reduce or terminate its operations. If VSee Lab is unable to continue as a going concern, the Company may have to liquidate its assets and may receive less than the value at which those assets are carried on its audited financial statements, and it is likely that investors will lose all or part of their investment.
Net Income (Loss) Per Common Share
VSee Lab computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.
Cash and Cash Equivalents
VSee Lab considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.
Accounts Receivable and Credit losses
VSee Lab carries its accounts receivable at net realizable value. VSee Lab maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses
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on certain types of financial instruments, including trade receivables. No credit losses were recognized for the years ended December 31, 2023 and 2022.
The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect. The allowance for doubtful accounts was $32,457 and $0 as of December 31, 2023 and 2022, respectively.
Prepaid Assets
Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations.
Fair Value Measurements
ASC Topic 820, Fair Value Measurements, clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
● | Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
● | Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. |
● | Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. |
Fair Value of Financial Instruments
ASC subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the consolidated balance sheet date. The Company has determined the early mandatory redemption provision in the Bridge Note as described in Note 9 is an embedded derivative instrument. FASB ASC 470-20, “Debt with Conversion and Other Options” addresses the allocation of proceeds from the issuance of debt into its debt and embedded derivative components. The Company applies this guidance to allocate the Bridge Note proceeds between the Bridge Note and the Embedded Early Repayment option, using the residual method by allocating the principal first to fair value of the embedded derivative and then to the debt.
Fixed Assets
Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the year ended December 31, 2023, the Company purchased office and medical equipment, which is being depreciated over a three-year useful life.
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Original issue discount on Debt
When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 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. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and the adoption did not have a material impact on the consolidated financial statements.
In August 2021, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP.
Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s consolidated financial statements.
Financial Statement Components
Revenue
VSee Lab 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.
Cost of Revenue
VSee Lab’s cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for VSee Lab’s customer success team, costs for third-party software services and contractors, and other services.
Operating expenses
VSee Lab’s operating expenses include all operating costs not included in cost of revenue. These costs consist of general and administrative expenses composed primarily of all payroll and payroll-related expenses, professional fees, and other costs related to the administration of its business.
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VSee Lab, Inc.
Three Months Ended March 31, 2024 and 2023 Results of Operations
The following table presents VSee Lab’s results of operations for the three months ended March 31, 2024 and 2023:
| For the Three Months Ended March 31, | |||||||||||
2024 |
| 2023 |
| Change |
| % | ||||||
Revenue | $ | 1,495,995 | $ | 1,596,268 | $ | (100,273) | (6) | % | ||||
Cost of revenue | 386,253 | 575,322 | (189,069) | (33) | % | |||||||
Gross profit | 1,109,742 | 1,020,946 | 88,796 | 9 | % | |||||||
Operating expenses | 1,071,263 | 1,658,091 | (586,828) | (35) | % | |||||||
Other (expenses)/income | (9,310) | (1,717) | (7,593) | 442 | % | |||||||
Net income (loss) before taxes | 29,169 | (638,862) | 668,031 | 105 | % | |||||||
Income tax (expense) benefit | — | 182,843 | (182,843) | (100) | % | |||||||
Net income (loss) | $ | 29,169 | $ | (456,019) | $ | 485,188 | 106 | % |
Revenue
Revenue was $1,495,995 for the three months ended March 31, 2024, compared to $1,596,268 for the three months ended March 31, 2023, a decrease of ($100,273) or (6%). Revenue decline was driven by lower subscription and technical engineering fees and slightly offset by higher professional services and other fees. Subscription fees declined ($155,989) or (13%) due to lower client customer utilization and customer termination. Technical engineering fees declined ($12,737) or (7%) from less engineering work on existing and new accounts during the first quarter of 2024 compared to last year. The declines in revenue were offset by $68,453 or 26% of higher professional services and other fees, primarily from $78,750 of project management and consulting fees.
Cost of Revenue
Cost of revenue for the three months ended March 31, 2024, decreased ($189,069) or (33)% over the same period last year. The decrease was primarily driven by ($99,242) of lower compensation expenses from time spent and expense realignment across the business and a ($85,613) decrease in hosting expenses from lower usage and new vendor price reductions.
Operating Expenses
Operating expenses for the three months ended March 31, 2024 decreased ($586,828), or (35%), over the same period last year. The decrease was driven by ($441,975) or (33%) of lower compensation and related benefits, primarily from lower utilization of independent contractors and employee headcount reduction. General and Administrative expenses decreased by ($129,905) or (46%) primarily from lower software cost and business service expenses driven by a higher percentage of cost allocations to the cost of revenue compared to the same period last year and lower reseller services fees. Transaction expenses decreased by ($14,948) or (36%), driven by lower professional fees related to the Business Combination transactions procured during the current year compared to last year.
Other (Expense) Income
Other (expense) income during the three months ended March 31, 2024, increased ($7,593), primarily driven by ($26,069) of the fair value gain on the embedded derivative last year compared to none in the current period and ($19,616) of income tax refund, bank rewards, and interest income received last year compared to none during the current period, driving a ($45,685) reduction in other income. These were slightly offset by $38,092 of lower interest expenses.
Net Income (loss)
Net income was $29,169 for the three months ended March 31, 2024, compared to a net (loss) of ($456,019) for the three months ended March 31, 2023, resulting in an improvement in net income of $485,188 or 106%, primarily driven by $586,828 of lower operating expenses and offset by $100,273 of lower revenue.
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Cash Flows
The following table presents selected captions from VSee Lab’s consolidated statements of cash flows for the three months ended March 31, 2024 and 2023:
| For the Three Months Ended March 31, | |||||
2024 |
| 2023 | ||||
Net cash from operating activities | $ | 579,286 | $ | (353,316) | ||
Net cash (used in) from investing activities | $ | (8,740) | $ | (1,690) | ||
Net cash provided by financing activities | $ | — | $ | 320,000 | ||
Change in cash | $ | 570,546 | $ | (35,006) |
VSee Lab’s principal sources of liquidity are cash and cash equivalents, totaling $689,280 and $195,658 as of March 31, 2024 and 2023, respectively.
VSee Lab’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 Provided by (Used in) Operating Activities
Cash used in operating activities was $579,286 for three months ended March 31, 2024. This consisted of a net income of $29,169, adjusted for non-cash items of $16,819, and an increase in net changes in operating assets and liabilities of $533,298. The net changes in operating assets and liabilities were primarily driven by the increase in deferred revenue.
Cash used in operating activities was ($353,316) for the three months ended March 31, 2023. This consisted of net (loss) of ($456,019), adjusted for non-cash items of $17,672, and an increase in net changes in operating assets and liabilities of $85,031. The net changes in operating assets and liabilities were primarily driven by increases in accounts payable and accrued liabilities and partially offset by an increase in deferred tax assets and a decrease in deferred revenue.
Cash Provided by Investing Activities
Cash used for investing activities for the three months ended March 31, 2024, was ($8,740) and was used to purchase fixed assets. Cash used for investing activities for the three months ended March 31, 2023 was ($1,690) used to purchase fixed assets.
Cash Provided by Financing Activities
The Company had no cash from financing activities during the three months ended March 31, 2024. Cash provided by financing activities for the three months ended March 31, 2023, was $320,000, consisting of $200,000 and $120,000 proceeds from note payable and related party loan payable, respectively.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF IDOC
The following discussion and analysis provide information that iDoc’s management believes is relevant to an assessment and understanding of the results of operations and financial condition of iDoc Virtual Telehealth Solutions, Inc. (“iDoc”) (for purposes of this section, collectively referred to as the “Company”, “we,” “us” and “our”). The discussion and analysis below are based on iDoc’s financial statements for the three months ended March 31, 2024 and 2023 prior to the Business Combination. For post-Business Combination analysis and discussion based on VSee Health (the Combined Company)’s financial statements for the nine months ended September 30, 2024 and 2023, see section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of VSee Health”. This discussion may contain forward-looking statements based upon iDoc’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
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. To provide these specialized services, iDoc pays meticulous attention to all government requirements that are required to deliver these services at a state and national level. Physician licensure is governed at the state level with its private clients and governed by Federal regulations with its Federal Bureau of Prison clients. iDoc complies with all state and federal level requirements for physician licensure. iDoc Virtual Telehealth Solutions currently operates in three states with private clients. These states are Texas, Georgia, and New Hampshire. iDoc’s wholly owned subsidiary billing company, Encompass, does not provide physician services and therefore there are no physician requirements and it operates out of Colorado. We operate out of five states with our Federal Bureau of Prisons clients. These states are South Carolina, Pennsylvania, Washington, Texas, and Alabama. All iDoc physicians practicing in each state require a state license and iDoc as the corporate entity manages and verifies this process directly with its physicians. The licensures are required for credentials to practice at any hospital and iDoc as the corporate entity also manages and verifies the credentialing process for all states and sites it operates in. The federal government currently does not require a separate state licensure for practicing at a federal site. However, the federal government does requires credentialing, which iDoc manages that with each of its federal practice locations. From the corporate level of medicine perspective, the government regulations apply to patient specific revenue that requires billing to Medicare, Medicaid, or third party insurers, which is governed at the state level. iDoc creates a subsidiary company in each state it operates in and obtains a company specific National Provider Identification (“NPI”) number for the corporate entity in each state to comply with the state mandates. iDoc, as a corporate entity complies with these requirements. Physicians are independently contracted or employed under the parent company — iDoc Virtual Telehealth Solutions and utilize the company NPI in each state and therefore physicians do not need separate NPI numbers just state specific licensure and maintain one NPI number. iDoc manages and verifies each physician is properly licensed and credentialed in each state under each corporate entity to which they provide services.
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).
iDoc aspires to be a leading tele-neuro critical care provider and have the potential to become a market leader in the specialty provider market. iDoc generates revenue from our patient fees related to insurance billings for Tele-Neuro critical and ICU patients at hospitals and hospital systems. iDoc also generates revenue from telehealth and institutional fees by providing Tele-Neuro critical and ICU management and administration at hospitals and hospital systems, telehealth consulting and monitoring services, including EEG reads and other ancillary medical services.
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Patient Fees
iDoc collaborates with partner hospitals’ critical care team to provide health care for patients suffering from neurological ailments such as stroke, traumatic brain injury, neuromuscular disorders, spine injury and more. Our fees are paid by national insurance companies covering the cost of inpatient healthcare services.
Telehealth and Institutional Fees
iDoc provides hospitals and hospital systems with consulting, management, and administrative services to appropriately create or ensure efficient operation of Neurocritical Care Telemedicine or ICU Platforms. These services also include telemedicine platform software, telemedicine hardware, EEG on-call services, EEG interpretation fees and medical billing fees.
Material Trends, Events and Uncertainties
Impact of the COVID-19 Pandemic
The extent to which the coronavirus (“COVID-19”) outbreak and measures taken in response thereto impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted.
Global health concerns relating to the COVID-19 outbreak have been weighing on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty. Risks related to consumers and businesses lowering or changing spending, which impact domestic and international spend. The outbreak has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and business shutdowns. These measures have not only negatively impacted consumer spending and business spending habits, but they have also adversely impacted and may further impact our workforce and operations and the operations of its customers, suppliers, and business partners. These measures may remain in place for a significant period of time, and they are likely to continue to adversely affect our business, results of operations and financial condition. The spread of COVID-19 has caused us to modify our company’s business practices (including employee travel, employee work locations, and cancellation of physical participation in meetings, events, and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, and business partners. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities.
The extent to which the COVID-19 outbreak impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.
Even after the COVID-19 outbreak has subsided, we may continue to experience materially adverse impacts to our business because of its global economic impact, including any recession that has occurred or may occur in the future.
There are no comparable recent events which may provide guidance as to the effect of the spread of COVID-19 and a global pandemic, and, as a result, the ultimate impact of the COVID-19 outbreak or a similar health epidemic is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations, or the global economy. However, the effects could have a material impact on our results of operations, and we will continue to monitor the COVID-19 situation closely.
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.
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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.
Critical Accounting Policies and Estimates
Basis of Presentation and Consolidation
The accompanying consolidated financial statements of iDoc have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
Use of Estimates
The preparation of iDoc’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, the valuation of iDoc’s common stock, allowance for doubtful accounts, and income taxes.
iDoc bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination.
The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Revenue Recognition
iDoc recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“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. The Company recognizes revenue using a five-step model:
1. | Identify the contract(s) with a customer; |
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2. | Identify the performance obligation(s) in the contract; |
3. | Determine the transaction price; |
4. | Allocate the transaction price to the performance obligations in the contract; and |
5. | Recognize revenue when (or as) it satisfies a performance obligation. |
The Company derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services, and institutional services provided to our clients.
Patient Fees Services and Performance Obligation
All of iDoc’s telemedicine contracts for patient reimbursement fees are directly billed through the Encompass healthcare billing services subsidiary. iDoc 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. iDoc earns primarily from reimbursement from the following third-party payors:
Medicare
The Medicare program offers beneficiaries different ways to obtain medical benefits: (i) Medicare Part A, which covers, among other things, in-patient hospital, SNFs, home healthcare, and certain other types of healthcare services; (ii) Medicare Part B, which covers physicians’ services, outpatient services, durable medical equipment, and certain other types of items and healthcare services; (iii) Medicare Part C, also known as Medicare Advantage, which is a managed care option for beneficiaries who are entitled to Medicare Part A and enrolled in Medicare Part B; and (iv) Medicare Part D, which provides coverage for prescription drugs that are not otherwise covered under Medicare Part A or Part B for those beneficiaries that enroll.
iDoc’s affiliated provider network is reimbursed by the 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. Our 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.
Commercial Insurance Providers
iDoc 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
iDoc enters into service contracts mainly in the following categories with hospitals or hospital systems, physician practice groups, and other users. iDoc’s customer contracts typically range in length from two to three years, with an automatic renewal process. The Company either invoices its customers for the monthly fixed fee in advance or at the end of the month, depending on the terms of the contract. The contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that it has any material outstanding commitment for future revenues beyond one year from the end of a reporting period. Under the contracts, the customers pay a fixed monthly fee for the services described below.
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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. iDoc 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 12-24h 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 consolidated financial statements. 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 one-time 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 one-time revenue when the start-up service is complete.
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 are 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 are included in institutional fees in the consolidated financial statements. The Company commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation monthly.
Encompass Healthcare Client Billing Services
iDoc enters into contracts with hospitals, physician practice groups, and other users for billing services. Medical billing service fees include amounts charged for ongoing billing, clinical-related, and other related services and are generally billed to the customer as a percentage of total collections. The Company does not recognize revenue for business service fees until these collections are made, as the service fees are not fixed and determinable until such time. Medical billing service fees also include amounts charged to customers for generating and mailing patient statements and are recognized as the related services are performed. The Company’s clients typically purchase one-year contracts that renew automatically upon completion. In most cases, the clients may terminate their agreements with 90 days’ notice without cause. The Company typically retains the right to terminate client agreements in a similar timeframe. The Company’s clients are billed monthly, in arrears, based either upon a percentage of collections, minimum fees, flat fees, or per-claim fees where applicable. Invoices are generated within the first two weeks of the subsequent month and delivered to clients primarily by email.
Determination of Pricing for Services
iDoc believes the quoted transaction prices in the customer contracts represent the stand- alone selling prices for each of the separate performance obligations which are distinct and priced separately within the contract. The transaction price for each service provided is independent and established in the contract and based on the duration of service provided or for a rate for service provided. Fees are established based on the service transferred to the client.
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Telehealth and Institutional Services Contracts
Under most of iDoc’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 health care 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 recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. iDoc 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. iDoc’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, of at least 3 years.
Patient Fee Contracts Involving Third-Party Payors
iDoc receives payments from patients, third-party payers and others for patient fee services. Third-party payers pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payers are generally less than billed charges. The Company receives less than its total established charges for its services. 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 payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts.
In the post PHE environment, iDoc recognized the need to have a more timely recognition of when claims were denied compared to pre PHE. As part of a long-term solution, the Company switched insurance clearinghouses. This new clearinghouse allowed for automation and direct visualization of the process as compared to the prior system, which was paper mail notifications. The change in clearinghouse was intended to ultimately allow the Company to address this and any future changes from any of the Company’s commercial or Medicare payors in a more nimble and direct electronic fashion versus relying on a mail delivery system. Setting up the automation, testing and validation was not completed until February 2024. The new process will positively allow the Company to better estimate for contractual allowances and receivables in a timelier manner as the Company will be able to identify any issues regarding denials and respond significantly quicker, thereby improving its revenue cycle management process with its insurance payors. The Company believes this will improve its collections and decrease our bad debt write off in a step wise manner moving forward.
Revenue from third-party payers 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 and the Company may be exposed to increases or decreases in revenue that could be material.
Cost of Revenue
Cost of revenue consists primarily of expenses related to compensation-related expenses for the Company’s telehealth service providers, costs for third-party software and hardware services and independent medical providers, and other services used in connection with the delivery and support of the Company’s telehealth platform.
Going Concern
The accompanying consolidated financial statements have been prepared assuming iDoc will continue as a going concern. iDoc has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about iDoc’s ability to continue as a going concern. The continuation of iDoc’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.
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The Company’s ability to continue as a going concern will require it to obtain additional funding. If the Company is unable to obtain sufficient funding, its business, prospects, financial condition and results of operations will be materially and adversely affected, and the Company may be unable to continue as a going concern. In such an event, it would be forced to delay, limit, reduce or terminate its product development or commercialization efforts, or may be forced to reduce or terminate its operations. If the Company is unable to continue as a going concern, the Company may have to liquidate its assets and may receive less than the value at which those assets are carried on its audited financial statements, and it is likely that investors will lose all or part of their investment.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC-insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates its fair value due to the short maturities of these instruments.
Accounts Receivable and Credit losses
The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which 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. No credit losses were recognized for the years ended December 31, 2023 and 2022.
The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect as well as the current credit conditions of third-party payers. The allowance for doubtful accounts was $1,576,415 and $1,038,956 as of December 31, 2023 and 2022, respectively.
Prepaid Expenses
Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations.
Leases
iDoc accounts for leases under ASU 2016-02, “Leases” (Topic 842). Based on this standard, the Company determines if an agreement is a lease at inception. Operating and finance leases are included in right-of-use asset, current portion of right-of-use liability, and right-of-use liability less current portion in the Company’s consolidated balance sheets. Operating and finance lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. As permitted under ASU 2016-02, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short-term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.
Net Income (Loss) Per Common Share
iDoc computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.
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Fair Value Measurements
ASC Topic 820, Fair Value Measurements, clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
● | Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
● | Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. |
● | Level 3: Inputs are unobservable inputs that reflect the reporting entity’s assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. |
Fair Value of Financial Instruments
ASC subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable, and accrued liabilities as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities, and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant to making a reasonable assessment of future cash flows, interest rate risk, and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified in the consolidated balance sheets as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the consolidated balance sheet date. The Company has determined the early mandatory redemption provision in the Bridge Note as described in Note 8 is an embedded derivative instrument. ASC 470-20, “Debt with Conversion and Other Options” addresses the allocation of proceeds from the issuance of debt into its debt and embedded derivative components. The Company applies this guidance to allocate the Bridge Note proceeds between the Bridge Note and the Embedded Early Repayment option, using the residual method by allocating the principal first to fair value of the embedded derivative and then to the debt.
Fixed Assets
Fixed assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets, which is three to ten years.
Intangible Assets
Intangible assets are presented at fair value, net of amortization. The fair value is determined based on the appraised value of the asset. Amortization is calculated on the straight-line method over the five-year estimated useful lives of the respective assets. Intangible assets comprise of goodwill and a customer list. As of December 31, 2023 and 2022, the fair value of goodwill is $0 and $95,076, respectively, as described in Note 3, Business Acquisition. During the year ended December 31, 2022, the Company acquired a customer list related to the acquisition valued at $15,000. The balance of the customer list is $0 and $12,000 as of December 31, 2023 and 2022, respectively. The Company recognized $3,000 of amortization expenses during the years ended December 31, 2023 and 2022, respectively.
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
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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. The Company recorded $104,076 and $0 of impairment charges during the years ended December 31, 2023 and 2022, respectively, on its goodwill and customer list intangible assets.
Original issue discount on Debt
When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 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 receivable. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and the adoption did not have a material impact on the consolidated financial statements.
In August 2021, the FASB issued ASU No. 2021-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2021-06”). ASU 2021-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP.
Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2021-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2021-06 is effective for the Company beginning January 1, 2024.
Early adoption is permitted, but no earlier than January 1, 2022. Management is currently evaluating the effect of the adoption of ASU 2021-06 on the consolidated financial statements but currently does not believe ASU 2021-06 will have a significant impact on the Company’s consolidated financial statements.
Financial Statement Components
Revenue
iDoc establishes management and administrative services contracts with hospitals or hospital systems to provide telehealth physician services to acute patients of the hospitals or 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.
Cost of Revenue
iDoc’s cost of revenue 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.
Operating expenses
iDoc’s operating expenses include all operating costs not included in cost of revenue. These costs consist of compensation, general and administrative expenses composed primarily of all payroll and payroll- related expenses, professional fees, insurance,
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software costs, occupancy expenses related to iDoc’s operations, including utilities, depreciation and amortization, and other costs related to the administration of its business.
iDoc Virtual Telehealth Solutions, Inc.
Three Months Ended March 31, 2024 and 2023 Results of Operations
The following table presents iDoc ‘s results of operations for the three months ended March 31, 2024 and 2023:
| For the Three Months Ended March 31, |
| ||||||||||
2024 |
| 2023 |
| Change |
| % | ||||||
Revenues | $ | 1,639,765 | $ | 1,948,691 | $ | (308,926) | (16) | % | ||||
Cost of revenue | 400,563 | 790,133 | (389,570) | (49) | % | |||||||
Gross profit | 1,239,202 | 1,158,558 | 80,644 | 7 | % | |||||||
Operating expenses | 893,199 | 1,380,942 | (487,743) | (35) | % | |||||||
Other (expenses)/income | (96,914) | (99,253) | 2,339 | (2) | % | |||||||
Net income (loss) before taxes | 249,089 | (321,637) | 570,726 | 177 | % | |||||||
Income tax (expense) benefit | (55,603) | 72,270 | (127,873) | 177 | % | |||||||
Net income (loss) before taxes | $ | 193,486 | $ | (249,367) | $ | 442,853 | 178 | % |
Revenue
Revenue during the three months ended March 31, 2024, decreased ($308,926) or (16%) compared to last year. The revenue decrease was driven by the ($269,776) or (98%) reduction in institutional fees primarily from the termination of the Encompass Business and lower EEG revenue. The revenue decrease was also driven by ($160,627) or (24%) reduction in telehealth fees due to client terminations in the fourth quarter last year. The decrease in revenue was offset by $121,477, or 12% of higher patient fees from higher patient volume.
Cost of Revenue
Cost of revenue for the three months ended March 31, 2024, decreased ($389,570), or (49%), compared to the three months ending March 31, 2023. The decrease was driven by ($369,033) lower compensation to the Company’s full-time employees and consulting physicians due to reduced employee salary levels and lower consulting physicians’ service hours. The decrease was also driven by ($20,537) of lower non-compensation-related expenses.
Operating Expenses
Operating expenses for the three months ended March 31, 2024, decreased by ($487,743,) or (35)%, compared to the three months ended March 31, 2023. The decrease was primarily driven by ($286,295) or (50)% of lower general and administrative expenses, primarily from ($189,713) of lower bad debt expenses and ($44,405) expense reduction from employee recruiting and professional fees. The decrease was also due to ($215,461) or (35%) of lower compensation primarily due to cost savings from no Encompass-related compensation due to the termination of the Encompass business and ($48,769) or (35%) of lower one-time transaction expenses related to the filing of the proxy statement/prospectus for legal, business consulting, valuation, auditing, and taxation services for the Business Combination transaction. These decreases were slightly offset by $62,782, or 132% of higher professional fees, from higher medical billing fees.
Other Income (Expense)
Other (expenses) decreased by $2,339, during the three months ended March 31, 2024, compared to March 31, 2023. The decrease was driven by $42,673 of lower interest expenses and partially offset by ($26,069) of the fair value gain on the embedded derivative last year compared to none in the current period and ($14,265) of higher other expenses, primarily from losses on factoring payable.
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Net Income (loss)
Net income was $193,486 for the three months ended March 31, 2024, compared to a net (loss) of ($249,367) for the three months ended March 31, 2023, resulting in a higher net income of $442,853. The improvement was primarily due to the $487,743 of lower operating expenses.
Cash Flows
The following table presents selected captions from iDoc’s consolidated statements of cash flows for the three months ended March 31, 2024 and 2023:
For the Three Months Ended March 31, | ||||||
| 2024 |
| 2023 | |||
Net cash (used in) operating activities | $ | 185,120 | $ | (685,769) | ||
Net cash (used in) investing activities | $ | — | $ | 90,500 | ||
Net cash provided by financing activities | $ | (173,973) | $ | 483,239 | ||
Change in cash | $ | 11,147 | $ | (112,030) |
iDoc’s principal sources of liquidity are cash and cash equivalents, totaling $74,184 and $35,655 as of March 31, 2024 and 2023, respectively.
iDoc’s future capital requirements will depend on many factors, including our growth rate, contract renewal activity, number of visits, the continuing market acceptance of telehealth, and debt funding.
Cash Provided by (Used in) Operating Activities
iDoc’s uses of cash from operating activities primarily pay cash compensation to its employees and independent contractors, as well as costs for third-party hardware and professional services fees.
Cash used in operating activities was $185,120 for the three months ended March 31, 2024, consisting of net income of $193,486, adjustments for non-cash items of $164,760, and a decrease in net changes in operating assets and liabilities of ($173,126). The net changes in operating assets and liabilities were primarily driven by the increase in accounts receivable and offset by the increase in accounts payable and accrued liabilities.
Cash used in operating activities was ($685,769) for the three months ended March 31, 2023. This consisted of net loss of ($249,367) adjusted for non-cash items of $352,075 and a decrease in net changes in operating assets and liabilities of ($788,477). The net changes in operating assets and liabilities were primarily driven by increases in accounts receivable.
Cash Provided by (Used in) Investing Activities
There were no investing activities for the three months ended March 31, 2024. For the three months ended March 31, 2023, cash from investing activities was $90,500, consisting of $90,500 in proceeds from the note receivable.
Cash Provided by (Used in) Financing Activities
Cash provided by financing activities for the three months ended March 31, 2024, was ($173,973), consisting of ($221,673) payments on factoring payable and were offset by $31,500 and $16,200 proceeds from factoring payable and notes payable, respectively.
Cash provided by financing activities for the three months ended March 31, 2023, was $483,239, primarily consisting of $585,000 proceeds from notes payable and offset by ($53,816) of payments on notes payable and ($47,945) in lease repayments.
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MANAGEMENT
Executive Officers and Directors
The following table sets forth certain information concerning our executive officers and directors:
Name |
| Position |
| Age |
Milton Chen | Co-Chief Executive Officer and Director | 51 | ||
Imoigele Aisiku | Co-Chief Executive Officer, Chairman, Director | 52 | ||
Jerry Leonard | Chief Financial Officer and Secretary | 56 | ||
Kevin Lowdermilk | Director | 60 | ||
Colin O’Sullivan | Director | 50 | ||
Scott Metzger | Director | 57 | ||
Cydonii V. Fairfax | Director | 51 | ||
David L. Wickersham | Director | 54 |
Milton Chen is the co-CEO of the Company. Mr. Chen is the co-founder and current CEO of VSee Lab. Mr. Chen founded VSee Lab in January 2008 and has been the CEO of VSee Lab since then. In December 2016, Mr. Chen co-founded another company called “This American Doc” - a tele-staffing company for medical professionals. Mr. Chen has served as the CEO of This American Doc from 2016 to the present. Milton has donated his time, efforts and technologies to support refugees and the homeless in Ukraine, Iraq, Nigeria, Gabon and other countries around the world. While finishing his PhD at Stanford University, Mr. Chen researched human factors and design of video collaboration. Mr. Chen received a Bachelor of Science degree in Computer Science from University of UC Berkley and PhD from Standard University.
Imoigele Aisiku is the Co-CEO and chairman of the board of directors to the Company. Dr. Aisiku founded iDoc. in February 2014 and has been the CEO of iDoc since then. Dr. Aisiku is also the Division Chief of Emergency Critical Care of Brigham and Women’s Hospital in the Department of Emergency Medicine since January 2016. Dr. Aisiku has been practicing in the field of telemedicine for over 15 years and has consulted on telemedicine development nationally and internationally. Dr. Aisiku is board certified in Emergency Medicine, Internal Medicine Critical Care, and Neurocritical care. He did his medical school training at the University of Massachusetts and his emergency medicine and critical care training at Emory University. His neurocritical care training was at Washington University in St. Louis. He received his MBA from Emory University. Dr. Aisiku is currently an Associate Professor at Harvard Medical School Faculty and is also the Vice-Chair for Diversity Equity and Chief of Division of Emergency Critical Care Medicine in the Department of Emergency Medicine since 2020.
Jerry Leonard is the Chief Financial Officer of the Company. He has served as the CFO of iDoc since March 2021. Prior to his position with iDoc Mr. Leonard was the Vice President of Finance from January 2010 to June 2021 within the Asset Management business of Voya Financial, Inc. (NYSE: Voya). Preceding his role at Voya, he held various finance leadership positions at IBM and Colgate Palmolive (NYSE: IBM, CL). He started his career in Public Accounting at Arthur Andersen and PricewaterhouseCoopers. Mr. Leonard is a Certified Public Accountant (CPA). Mr. Leonard received his MBA from Emory University and a BBA in Accounting from Baruch College in New York City.
Kevin Lowdermilk is a member of the board of directors to the Company as an Independent Director. Mr. Lowdermilk has over 30 years of executive leadership experience. Currently, he is the CFO of Vaya Space, a hybrid rocket propulsion and small satellite launch company and has served on that position since August 2022. Prior to Vaya Space, between March 2016 and July 2022, he was the CFO of CFO Strategic Partners, a company that provides outsourced CFO services to small and medium-sized business and nonprofit entities. Mr. Lowdermilk’s past executive leadership experience also includes serving as the CEO of ISO Group, Inc. - a defense and aerospace supply chain company, serving as the CFO and then CEO of Exostar - a SaaS company with a focus on the aerospace and defense sector, and serving as the Vice President of Finance for a multi-national aerospace division of Rolls-Royce Holdings PLC in North America. He has also held board positions for a number of private companies across a variety of industries. Between 2009 and 2015, he was a board member of Global Healthcare Exchange, LLC (“GHX”) and chaired the board’s compensation committee through the sale of GHX to Thomas Bravo, LP. He earned his undergraduate degree in Economics from Western Kentucky University and his MBA from Ball State University.
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Colin O’Sullivan is a member of the board of directors to the Company as an Independent Director. Colin O’Sullivan has nearly 25 years of executive healthcare leadership experience. He is currently the Executive Vice President of Cornerstone Healthcare Group and has served in that capacity since June 2014. Cornerstone owns and operates fifteen specialty acute hospitals, nine senior living facilities, behavioral health hospital and rehabilitation division across seven states. Prior to Cornerstone, Mr. O’Sullivan was a senior executive in multiple healthcare companies including Lifecare Management Services, Regency Hospital Company, Coastal Carolinas Healthcare Alliance and others. He began his career in the US Air Force and was an Officer Candidate School Graduate from the U.S. Air Force Academy of Military Science. He earned his Doctor of Healthcare Administration from Central Michigan University, his Master of Healthcare Management from Marshall University, and his BS in Business Administration from Concord University in West Virginia.
Scott Metzger has served as a member of board of directors for Digital Health Acquisition Corp. since May of 2021 and is serving as a member of the board of directors to the Company as an Independent Director. Dr. Metzger has been a Medical Director with Optum, Inc. since September 2018. Between June 2000 to August 2018, Dr. Metzger worked as a physician for Premier Pain Centers and Specialty Anesthesia Associates. Dr. Metzger is the founder and former partner Premier Pain Centers and Specialty Anesthesia Associates, some of the most comprehensive centers for treatment of acute and chronic pain. Dr. Metzger has been active as a medical society leader and executive with experience ranging from starting the state branch of national pain society to serving as president of the state medical board. Dr. Metzger received his B.A. and M.D. from Boston University School of Medicine after completion of a combined 6-year program. He has also completed his residency and specialty training at Johns Hopkins Medicine through the Department of Anesthesiology and Critical Care Medicine.
Cydonii V. Fairfax is a member of the board of directors to the Company as an Independent Director. Ms. Fairfax is a legal and compliance executive with significant experience advising on corporate governance, finance, litigation and regulatory compliance matters in highly regulated industries. Her broad legal experience draws upon over 25 years of practice at leading institutions in both public and private sectors. Ms. Fairfax currently serves and has served since 2017 as Executive Vice President of the Metropolitan Transit Authority of Harris County, Texas (“Metro”), where she works extensively with senior management, board members and other stakeholders to structure and implement innovative transit solutions and capital projects. Additionally, Ms. Fairfax oversees the development of strategies and systems to manage risk and ensure adherence to legal and regulatory requirements. She has also served as Metro’s general counsel, directing and managing all legal affairs. Prior to joining Metro, Ms. Fairfax was Senior Vice President and Deputy General Counsel of American Capital, Ltd. (NASDAQ: ACAS), a publicly-traded private equity firm and global asset manager where she oversaw corporate governance for the fund group and advised on corporate transactions. Ms. Fairfax also practiced corporate and securities law at Arnold & Porter in Washington, D.C. Ms. Fairfax holds a Bachelor of Science degree in Finance from the University of Maryland and a Juris Doctor from Harvard Law School.
David L. Wickersham is a member of the board of directors to the Company as an Independent Director. Mr. Wickersham is the Chief Executive Officer and founder of Progressive Pipeline Management, which was started in 2002. Mr. Wickersham has over twenty-five years of experience in emergency response management and utility infrastructure rehabilitation. Mr. Wickersham holds a Bachelor of Science degree in Marine Transportation from the U.S. Merchant Marine Academy and served as an U.S. Veteran of the first Gulf War in Operation Desert Shield/Storm.
Director Independence
Nasdaq listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We have determined that each of Kevin Lowdermilk, Colin O’Sullivan, Scott Metzger, Cydonii V. Fairfax and David L. Wickersham will be an independent director under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act. In making these determinations, we considered the current and prior relationships that each non-employee director has with the Company and its subsidiaries, and all other facts and circumstances that we deemed relevant in determining independence, including the beneficial ownership of our common stock by each non-employee director, and the transactions involving them described in the section entitled “Certain Relationships and Related Transactions.”
Committees of the Board of Directors
The standing committees of the Board will consist of an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The composition of each committee is set forth below.
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Audit Committee
Our Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act and following the Business Combination will consist of Kevin Lowdermilk, Colin O’Sullivan Scott Metzger and Cydonii V. Fairfax, each of whom are independent directors and are “financially literate” as defined under the Nasdaq listing standards. Kevin Lowdermilk will serve as chairman of the Audit Committee. We have determined that Kevin Lowdermilk qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.
The audit committee’s duties are specified in our Audit Committee Charter.
Compensation Committee
Our Compensation Committee consists of Kevin Lowdermilk, Scott Metzger and David L. Wickersham. The chair of our compensation committee is David L. Wickersham. We have determined that each of Kevin Lowdermilk, Scott Metzger and David L. Wickersham is independent under Nasdaq listing standards, a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee’s duties are specified in our Compensation Committee Charter.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee will consist of Kevin Lowdermilk, Colin O’Sullivan and Cydonii V. Fairfax. The chair of our nominating and corporate governance committee will be Cydonii V. Fairfax. We have determined that each of Kevin Lowdermilk, Colin O’Sullivan and Cydonii V. Fairfax is independent under Nasdaq listing standards. The nominating and corporate governance committee’s duties are specified in our Nominating and Corporate Governance Committee Charter.
Code of Business Conduct and Ethics
We adopted a new Code of Business Conduct and Ethics for our directors, officers, employees and certain affiliates following the Business Combination in accordance with applicable federal securities laws, a copy of which will be available on the Company’s website at www.vseehealth.com. The Company will make a printed copy of the Code of Business Conduct and Ethics available to any stockholder who so requests. Requests for a printed copy may be directed to: VSee Health Inc., 980 N Federal Hwy #304 Boca Raton, FL 33432, Attention: Corporate Secretary.
If we amend or grant a waiver of one or more of the provisions of our Code of Business Conduct and Ethics, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer by posting the required information on the Company’s website at www.vseehealth.com. The information on this website is not part of this prospectus.
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EXECUTIVE COMPENSATION
Compensation of Named Executive Officers
The following table shows information concerning the annual compensation received by our named executive officers (“NEOs”) for the year ended December 31, 2023 and 2022.
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| Option | All Other | |||||||||
Salary |
| Bonus |
| Awards |
| Compensation |
| Total | ||||
Name and Position | Year | ($) | ($) | ($)(1) | ($)(2) | ($) | ||||||
Imoigele P. Aisiku | 2023 | 180,000 | — | — | — | 180,000 | ||||||
Co- Chief Executive Officer and Chairman | 2022 | 305,667 | — | — | — | 305,667 | ||||||
Milton Chen | 2023 | 41,666 | — | — | — | 41,666 | ||||||
Co- Chief Executive Officer and Director | 2022 | 137,500 | — | — | — | 137,500 | ||||||
Jerry Leonard | 2023 | 143,500 | — | — | — | 143,500 | ||||||
Senior Vice President of Business Development | 2022 | 183,333.37 | — | — | — | 183,333.37 |
Narrative Disclosure to Summary Compensation Table
Employment Agreements
Existing Employment Agreements
Imoigele P. Aisiku
Effective January 1, 2022, iDoc Telehealth Solutions, LLC (“iDoc LLC”), the wholly-owned subsidiary of iDoc entered into a contract of employment with Imoigele P. Aisiku, pursuant to which Mr. Aisiku will serve as our Chief Executive Officer and Medical Director for a period of two (2) years, which term will be extended for successive two (2) year periods upon the parties’ mutual agreement. Under this employment contract, Mr. Aisiku is entitled to an annual base salary of three hundred fifty thousand dollars ($350,000) for Mr. Aisiku’s service as Chief Executive Officer of iDoc and twenty five thousand ($25,000) for Mr. Aisiku’s service as the medical director for iDoc.
Milton Chen
Effective Jan 1, 2008, VSee Lab, entered an at will employment agreement with Mr. Chen with a base salary of $100,000.
Jerry Leonard
On October 1, 2021, iDoc LLC entered into a consulting agreement with Magnus Analytix, Inc., an entity wholly owned and controlled by Jerry Leonard, pursuant to which Mr. Leonard would serve as iDoc’s Chief Financial Officer. Pursuant to Mr. Leonard’s consulting agreement, he is entitled to monthly compensation of ten thousand four hundred seventeen dollars ($10,417).
Effective October 1, 2021, iDoc LLC also entered into a contract of employment with Mr. Leonard, pursuant to which Mr. Leonard would serve as iDoc’s Chief Financial Officer for a period of two (2) years, which term will be extended for successive two (2) year periods upon the parties’ mutual agreement. Pursuant to his contract of employment, Mr. Leonard is entitled to an annual base salary of thirty six thousand dollars ($36,000) and will be eligible for annual salary increases based on iDoc’s performance and Mr. Leonard’s performance as iDoc’s Chief Financial Officer.
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Outstanding Equity Awards at 2023 Fiscal Year-End
None of our NEOs have received any equity awards in the year of 2023.
| Option Awards | |||||||||
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| Equity Incentive |
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| ||||||
Number of | Number of | Plan Awards: | ||||||||
Securities | Securities | Number of | ||||||||
Underlying | Underlying | Securities | ||||||||
Unexercised | Unexercised | Underlying | Option | |||||||
Options | Options | Unexercised | Exercise | Option | ||||||
Exercisable | Unexercisable | Unearned Options | Price | Expiration | ||||||
Name | (#) | (#)(1) | (#) | ($) | Date | |||||
Imoigele P. Aisiku | — | — | — | — | — | |||||
Milton Chen | — | — | — | — | — | |||||
Jerry Leonard | — | — | — | — | — |
Director Compensation
None of the Company’s non-employee directors have received any compensation for services rendered to the Company for the year of 2023.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
DHAC Related Person Transactions
Founder Shares
On June 7, 2021, Digital Health Sponsor, LLC, our sponsor (“Sponsor”), and certain of our directors, officers and advisors set forth below (the “Initial Stockholders”) purchased 4,312,500 of our common shares for an aggregate purchase price of $25,000. On October 26, 2021, our Sponsor and certain of the Initial Stockholders set for the below forfeited an aggregate of 1,437,500 shares of common stock; up to 375,000 Founder Shares were subject to forfeiture by the subscribers in case the underwriters did not fully exercise their over-allotment option.
| Initial |
| Forfeited |
| Current | |
Initial Stockholders | Founder Shares | Shares | Founder Shares | |||
Digital Health Sponsor LLC(1)(2)(3) | 3,044,500 | 971,250 | 2,073,250 | |||
Scott Wolf | 230,000 | 55,000 | 175,000 | |||
Daniel Sullivan | 86,250 | 11,250 | 75,000 | |||
SCS Capital Partners, LLC(2) | 900,000 | 400,000 | 500,000 | |||
Brent Willis | 8,625 | — | 8,625 | |||
Frank Ciufo | 8,625 | — | 8,625 | |||
George McNellage | 8,625 | — | 8,625 | |||
Scott Metzger | 8,625 | — | 8,625 | |||
Andrew Singer | 5,750 | — | 5,750 | |||
Lane Ostrow | 5,750 | — | 5,750 | |||
Basil Harris | 5,750 | — | 5,750 |
Marc Munro, through his ownership of Tidewater and Whacky beneficially owns 66.35% of the Sponsor and beneficially owns 344,500 shares of Common Stock held by Sponsor Affiliates, consisting of 292,500 shares of Common Stock and 520 shares of Series A Preferred Stock to be received upon conversion of notes held by such entities controlled by him.
Lawrence Sands, through his ownership of SCS and SCS Capital Partners beneficially owns 500,000 founder shares and 40.74% of the Quantum Investor, and beneficially owns 796,800 shares of Common Stock held by Sponsor affiliates, consisting of 500,000 founder shares, 205,000 shares of Common Stock held by SCS and 918 shares of Series A Preferred Stock to be received upon conversion of notes held by such entities controlled by him.
Prior to the initial investment in DHAC of $25,000 by our Initial Stockholders, we had no assets, tangible or intangible. Simultaneously with the consummation of the IPO, DHAC sold 557,000 Private Placement Shares to the Sponsor at $10.00 per unit for a total purchase price of $5,570,000 on a private placement basis simultaneously with the consummation of the IPO. Since the underwriters exercised the overallotment option in full, none of the Founder Shares are subject to forfeiture any longer.
The Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their respective founder shares until the earlier to occur of: (A) 180 days after the completion of our initial business combination and (B) subsequent to our initial business combination, if the reported last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 90 days after our initial business combination.
In connection with the execution of the Original Business Combination Agreement, our Sponsor and each of our Initial Stockholders (collectively, the “DHAC Supporting Stockholders”), DHAC, VSee and iDoc entered into a support agreement, dated as of June 15, 2022 (the “Sponsor Support Agreement”), pursuant to which the Sponsor and each other DHAC Supporting Stockholder has agreed to, among other things (a) vote in favor of the Business Combination Agreement and the transactions contemplated hereby (including the Mergers), (b) not effect any sale or distribution of any equity securities of DHAC held by such stockholders subject to the terms described therein and (c) not to redeem any of the equity securities of DHAC such stockholder owns, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement.
Working Capital Loans
As described in the prospectus covering our initial public offering, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or any of DHAC’s officers and directors may, but are not obligated
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to, loan us funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to DHAC. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except as described as follows, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.
On June 7, 2021, our Sponsor agreed to loan DHAC up to $625,000 to be used for a portion of the expenses of the initial public offering. These notes were non-interest bearing and any outstanding balance on these notes were due immediately following our proposed public offering. Such notes were repaid in full on November 12, 2021.
On October 24, 2022, the Sponsor agreed to loan DHAC $350,000 to be used for payment of the fee to extend the termination date of DHAC from November 8, 2022 to February 8, 2023, which loan is non-interest bearing. On November 21, 2023, DHAC entered into a Conversion SPA with the Sponsor, pursuant to which the loans in aggregate amount of $350,000 were converted into Series A Shares at the Closing.
In February 2023, SCS Capital Partners LLC issued a $250,000 interest-free loan to DHAC for Nasdaq fee payment and litigation expense, and on August 17, 2023, such loan was amended and restated to include an additional $315,000 interest-free loan to DHAC for operating expenses, making the aggregate principal amount to be $565,000. On May 5, 2023, SCS Capital Partners, LLC issued a $200,000 loan to DHAC for payment of the term extension fee. The related note bears interest of 10%, matures on May 5, 2024. The proceeds of the note were used to extend the termination date of DHAC from May 8, 2023 to August 8, 2023. On November 21, 2023, DHAC entered into a Conversion SPA with SCS Capital Partners LLC, pursuant to which the loans in aggregate amount of $765,000 were converted into Series A Shares at the Closing.
Between April 2023 to October 2023, DHAC became indebted to SCS, LLC, the administer of DHAC, in the aggregate amount of approximately $153,000 for office lease, business operation expenses and secretarial services. On November 21, 2023, DHAC entered into a Conversion SPA with SCS, LLC, pursuant to which the loans in aggregate amount of $153,000 were converted into Series A Shares at the Closing.
On October 4, 2023 and as amended on January 22, 2024, DHAC issued an unsecured promissory note in the aggregate principal amount of $165,000 to M2B, an affiliate of the Sponsor and which is owned by Daniel Kordash, and such note was satisfied and paid off on January 31, 2024.
On November 21, 2023, DHAC and VSee Lab entered into a Conversion SPA with Whacky - a Sponsor affiliate, pursuant to which certain loans incurred by VSee Lab to Whacky in the aggregate amount of $220,000 were converted into Series A Shares at the Closing.
On November 21, 2023, DHAC and VSee Lab, entered into a Conversion SPA with the Bridge Investor who is also an investor in our Sponsor, which Conversion SPA was amended and restated on February 13, 2024, pursuant to which certain loans incurred by VSee Lab to the Bridge Investor in the aggregate amount of $600,000 were converted into the Company’s Common Stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing.
On November 21, 2023, DHAC and iDoc, entered into a Conversion SPA with Munro Trust - a Sponsor Affiliate, pursuant to which certain loans incurred by iDoc to Munro Trust in the aggregate amount of $300,000 were converted into Series A Shares at the Closing.
On November 21, 2023, DHAC and iDoc, entered into a Conversion SPA with Tidewater - a Sponsor Affiliate, which Conversion SPA was amended and restated on February 13, 2024, pursuant to which certain loans incurred by iDoc to Tidewater in the aggregate amount of $585,000 were converted into the Company’s Common Stock following the Closing.
On November 21, 2023, DHAC and iDoc, entered into a Conversion SPA with the Bridge Investor who is also an investor in our Sponsor, which Conversion SPA was amended and restated on February 13, 2024, pursuant to which certain loans incurred by iDoc to the Bridge Investor in the aggregate amount of $600,000 were converted into the Company’s Common Stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing.
On November 21, 2023, DHAC entered into the Quantum Purchase Agreement, pursuant to which the Quantum Investor subscribed for and purchased from the Company, at the Closing, a 7% original issue discount convertible promissory note in the aggregate principal amount of $3,000,000. See further description under the section titled “Quantum Financing” below.
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On November 21, 2023, DHAC entered into the Equity Purchase Agreement with an affiliate of the Bridge Investor pursuant to which DHAC would sell and issue to the investor, and the investor is obligated to purchase from DHAC, up to $50,000,000 of its newly issued shares of the Company’s common stock, from time to time over a 36- month period beginning from the sixth (6th) trading day following the Closing. See further description under the section titled “Equity Financing” below.
On September 30, 2024, the Company entered into the Ascent Purchase Agreement with Ascent, who is an affiliate of the Bridge Investor. Pursuant to the Ascent Purchase Agreement, the Company agreed to issue Ascent the Ascent Note in the aggregate original principal amount of $2,222,222.22, which was secured by the assets of the Company and guaranteed by each of the Company, VSee Lab and iDoc. The Ascent Note bears interest at a rate of 10.00% per annum and will be convertible into shares of Common Stock at an initial fixed conversion price of $2.00 per share. The Ascent Note is convertible into fully paid and non-assessable shares of Common Stock at any time after the original issue date.
On November 8, 2024, SCS and the Company executed a securities purchase agreement whereby certain working capital funds in the aggregate amount of $405,000 previously advanced by SCS to the Company were converted into 202,500 shares of Common Stock.
Registration Rights
The Initial Stockholders, as holders of our founder shares, as well as our Sponsor, as the holder of our Private Placement Units (and all underlying securities), are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the IPO. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of these securities can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
In connection with the Original Bridge SPA, DHAC entered into a registration rights agreement dated October 5, 2022 and as amended further on January 22, 2024 with the Bridge Investor who is also an investor in our Sponsor (the “Bridge RRA”), which provides that DHAC would file a registration statement to register the shares of Common Stock underlying the (i) Bridge Warrants,(ii) the bridge commitment shares,(iii) the shares of Common Stock issuable pursuant to the Bridge Notes and the Additional Bridge Notes and any anti-dilution or any remedies provisions of the Bridge Note and the Additional Bridge Notes; and (iv) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event no later than 30 calendar days after the Closing of Business Combination. Such obligation was fulfilled on about July 26, 2024 when the registration statement on Form S-1 (File No.333-280845) for registering such shares was declared effective by the SEC.
In connection with the Exchange Agreement, the Company and the Bridge Investor who is also an investor in our Sponsor entered into a registration rights agreement, which provides that the Company would file a registration statement to register (i) the shares of Common Stock underlying the Exchange Note; (ii) the shares of Common Stock issuable as interest or principal on the Exchange Note; (iii) the shares of Common Stock issuable pursuant to any anti-dilution or any remedies provisions of the Exchange Note; and (iv) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event no later than 30 calendar days after the Closing of Business Combination. Such obligation was fulfilled on about July 26, 2024 when the registration statement on Form S-1 (File No.333-280845) for registering such shares was declared effective by the SEC.
Pursuant to the Equity Purchase Agreement entered between DHAC and the Bridge Investor who is also an investor in our Sponsor, DHAC agreed to file a resale registration statement to register shares of Common Stock to be purchased under the Equity Purchase Agreement with the SEC within 45 days following the sixth (6th) trading day following the Closing of the Business Combination, and shall use commercially reasonable efforts to have such registration statement declared effective by the SEC within 30 days of such filing. Such obligation was fulfilled on about October 17, 2024 when the registration statement on Form S-1 (File No.333-281319) for registering such shares was declared effective by the SEC.
Pursuant to the amended and restated Conversion SPAs executed on February 13, 2024, DHAC agreed to provide registration rights to the Bridge Investor and Tidewater with respect to the shares of Common Stock issuable upon conversion of the Assumed Notes following the Closing of the Business Combination. With respective to the Bridge Investor, such obligation was fulfilled on about July 26, 2024 when the registration statement on Form S-1 (File No.333-280845) for registering shares issued to the Bridge Investor under the respective Conversion SPAs was declared effective by the SEC.
Pursuant to the Quantum Purchase Agreement, the Company entered into a registration rights agreement with the Quantum Investor on July 9, 2024, pursuant to which it agreed to register the shares of Common Stock underlying the Quantum Note.
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In connection with the Ascent Purchase Agreement, the Company and Ascent who is also an affiliate of the Bridge Investor entered into a registration rights agreement on September 30, 2024, which provides that the Company will file a registration statement to register (i) the shares of Common Stock underlying the Ascent Note; (ii) the shares of Common Stock issuable as interest or principal on the Ascent Note; (iii) the shares of Common Stock issuable upon exercise in full of all the Ascent Warrants; (vi) the Commitment Shares; (v) the shares of Common Stock issuable pursuant to any anti-dilution or any remedies provisions of the Ascent Note and the Ascent Warrants; and (vi) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event.
Pursuant to the SCS SPA, the Company agreed to register the SCS Shares.
Quantum Financing
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 would purchase, and DHAC would issue and sell to the Quantum Investor, at the Closing, a 7% original issue discount convertible promissory note (the “Quantum Note”) in the aggregate principal amount of $3,000,000 (the “Quantum Financing”). The Quantum Note, as amended bears interest at rate of 12% per annum and are convertible into shares of Common Stock of DHAC at (1) an initial fixed conversion price of $10 per share, which was reset to $3.20 per share; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of determination. The conversion price of the Quantum Note is subject to reset if the average of the daily VWAPs for the three (3) trading days prior to the 30th-day anniversary of the Quantum Note issuance date (the “Average Price”) is less than $10.00, to a price equal to the Average Price but in no event less than $2.00. In addition, the Company at its option can redeem early a portion or all amounts outstanding under the Quantum Note if the Company provides the Quantum Note holder a notice at least ten (10) trading days prior to such redemption and on the notice day the VWAP of the Company’s Common Stock is less than $10. If an event of default occurs, the Quantum Note would bear interest at a rate of 18.00% per annum. Concurrently with the consummation of the transactions contemplated by the Quantum Purchase Agreement, the Company entered into a registration rights agreement pursuant to which it agreed to register the shares of the Company’s Common Stock underlying the Quantum Note.
The Quantum Investor is a Delaware LLC that is owned 40.74% by SCS Capital Partners, an entity owned by Lawrence Sands who is a beneficial owner of founder shares and the manager of our Sponsor, 40.74% by the Bridge Investor (through one of its affiliated subsidiary entity) and 18.52% by ADI Funding, LLC.
Equity Financing
On November 21, 2023, DHAC entered into an equity line of purchase agreement (the “Equity Purchase Agreement”) with an affiliate of the Bridge Investor pursuant to which DHAC may sell and issue to the investor, and the investor is obligated to purchase from DHAC, up to $50,000,000 of its newly issued shares of the Company’s common stock, from time to time over a 36-month period beginning from the sixth (6th) trading day following the Closing, provided that certain conditions are met. DHAC also agreed to file a resale registration statement to register shares of common stock to be purchased under the Equity Purchase Agreement with the SEC within 45 days following the Equity Purchase Effective Day, and shall use commercially reasonable efforts to have such registration statement declared effective by the SEC within 30 days of such filing. On the Equity Purchase Effective Day, the Company issued to the investor, as a commitment fee, a senior unsecured convertible note in a principal amount of $500,000 that is convertible into shares of the Company’s common stock at a fix conversion price of $10 per share.
Bridge Financing and Exchange.
In connection with the execution of the Second Business Combination Agreement, DHAC, along with VSee and iDoc, the target companies in our Business Combination, entered into a securities purchase agreement with the Bridge Investor, who is also an investor in our Sponsor, pursuant to which DHAC, VSee and iDoc each issued and sold to such investor 10% original issue discount senior secured promissory notes due October 5, 2023 in the aggregate principal amount of $2,222,222 (the “Bridge Notes”). The Bridge Notes bear guaranteed interest at a rate of 10.00% per annum and are convertible into shares of DHAC common stock under certain conditions described below. In connection with the purchase of the Bridge Notes, DHAC issued the investor (i) 173,913 warrants, each representing the right to purchase one share of DHAC common stock at an initial exercise price of $11.50, subject to certain adjustments and as amended on November 8, 2024 (the “Bridge Warrants”) and (ii) 30,000 shares of DHAC common stock.
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On November 21, 2023, DHAC, VSee and iDoc entered into a letter agreement, pursuant to which the Bridge Investor agreed to purchase additional 10% original issue discount senior secured convertible promissory notes in the aggregate principal amount of $166,667 (with an aggregate subscription amount of $150,000) from DHAC with (1) a $111,111.33 note purchased at signing of the Bridge Amendment, which will mature on May 21, 2025 and (2) a $55,555.67 note purchased on January 25, 2024, which will mature on July 25, 2025 (as amended, the “Additional Bridge Notes”). The Additional Bridge Notes bear guaranteed interest at a rate of 8.00% per annum and are convertible into shares of DHAC common stock, par value $0.0001 at a fixed conversion price of $10 per share. The conversion price of the Additional Bridge Notes is subject to reset if DHAC’s common stock trades below $10.00 on the 10th business day after the conversion shares are registered or may otherwise be freely resold, and every 90th day thereafter, to a price equal to the greater of (x) 95% of the average lowest VWAP of the DHAC common stock in the 10 trading dates prior to the measurement date and (y) $2.00. In addition, optional prepayment of the Additional Bridge Notes requires the payment of 110% of the outstanding obligations, including the guaranteed minimum interest. If an event of default occurs, the Additional Bridge Notes would bear interest at a rate of 24.00% per annum and require the payment of 125% of the outstanding obligations, including the guaranteed minimum interest. In addition, on April 17, 2024, DHAC, VSee, iDoc and the Bridge Investor entered a letter agreement, which amended the business combination timelines in the Additional Bridge Notes.
On November 21, 2023, DHAC, VSee Lab and iDoc entered into an exchange agreement (the “Exchange Agreement”) with the Bridge Investor, pursuant to which the amounts currently due and owing under (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than $600,000 of the principal amount thereof, and (iii) the iDoc Bridge Note other than $600,000 of the principal amount thereof, were exchanged at the Closing for a senior secured convertible promissory note issued by DHAC with an aggregate principle value of $2,523,744.29 (the “Exchange Note”), which was guaranteed by each of DHAC, VSee Lab and iDoc. The Exchange Note bears interest at a rate of 8.00% per annum and is convertible into shares of common stock of the Company at a fixed conversion price of $10 per share. The conversion price of the Exchange Note is subject to reset if DHAC’s common stock trades below $10.00 on the 10th business day after the conversion shares are registered or may otherwise be freely resold, and every 90th day thereafter, to a price equal to the greater of (x) 95% of the average lowest VWAP of DHAC’s common stock in the 10th trading dates prior to the measurement date and (y) $2.00.
Administrative Services Agreement
We agreed, commencing on November 3, 2021, to pay an affiliate of the Sponsor a total of $10,000 per month for office space and secretarial, administrative, and other services. The monthly fees will cease upon completion of an initial business combination or liquidation. For the year ended December 31, 2023, we incurred $120,000, of which $55,000 is included in accrued expenses in the accompanying consolidated balance sheets at December 2023. For the year ended December 31, 2022, we incurred $120,000, of which $10,550 is included in accrued expenses in the accompanying consolidated balance sheets at December 2022.
On June 21, 2024, we entered into a Consulting Services Agreement with SCS, LLC, who is an affiliate of our Sponsor, pursuant to which we shall pay SCS $12,500 per month for business consulting services. The agreement shall continue for twelve (12) months and shall automatically continue on a six-month term basis thereafter unless terminated by either party.
VSee Lab Related Person Transactions
On January 1, 2008, Milton Chen, the CEO of VSee Lab, Inc., received 7,186,237 shares of VSee Lab, Inc common stock and entered an employment agreement with VSee Lab, Inc, with annual compensation of $100,000.
On December 23, 2010, Salesforce, Inc., an investor in VSee Lab, Inc., received 1,195,019 shares of VSee Lab, Inc preferred stock for its investment of $3,570,000 in VSee Lab, Inc. No other person or entity has more than 5% ownership in VSee Lab, Inc.
During the year ended December 31, 2022, $127,710 of cash was provided by Milton Chen and will be used for operating expenses in the future. During the year, VSee received $18,612 from iDoc for cost-sharing expenses. The balance in the due to related party payable as of December 31, 2022 and 2021, was $146,322 and $0, respectively.
During the year ended December 31, 2022, VSee received a loan of $110,000 from Milton Chen, VSee’s Chief Executive Officer, for advanced cash and paid operating expenses on behalf of VSee. No repayments were made during the year ended December 31, 2022. The loan balance as of December 31, 2022 and 2021, was $110,000 and $0, respectively.
On October 5, 2022, DHAC, along with VSee and iDoc, the target companies in our Business Combination, entered into a securities purchase agreement with the Bridge Investor, pursuant to which DHAC, VSee and iDoc each issued and sold to such
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investor 10% original issue discount senior secured promissory notes due October 5, 2023 in the aggregate principal amount of $2,222,222. Such note was exchanged on November 21, 2023 pursuant to the Exchange Agreement, which provides that the amounts currently due and owing under (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than $600,000 of the principal amount thereof, and (iii) the iDoc Bridge Note other than $600,000 of the principal amount thereof, will be exchanged at the Closing for a senior secured convertible promissory note issued by DHAC with an aggregate principle value of $2,523,744.29 (the “Exchange Note”), which will be guaranteed by each of DHAC, VSee and iDoc.
On November 21, 2023, DHAC and VSee entered into a Conversion SPA with Whacky - a Sponsor Affiliate, pursuant to which certain loans incurred by VSee to Whacky in the aggregate amount of $220,000 will be converted into Series A Shares at the Closing.
On November 21, 2023, DHAC and VSee, entered into a Conversion SPA with the Bridge Investor who is also an investor in our Sponsor, which Conversion SPA was amended and restated on February 13, 2024, pursuant to which certain loans incurred by VSee to the Bridge Investor in the aggregate amount of $600,000 will be converted into the Company’s Common Stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing.
On November 21, 2023, DHAC, VSee and iDoc entered into a letter agreement to the October 2022 securities purchase agreement, pursuant to which the Bridge Investor agreed to purchase additional 10% original issue discount senior secured convertible promissory notes in the aggregate principal amount of $166,667 (with an aggregate subscription amount of $150,000) from DHAC with (1) a $111,111.33 note purchased at signing of the Bridge Amendment, which will mature on May 21, 2025 and (2) a $55,555.67 note purchased on January 25, 2024, which will mature on July 25, 2025 (as amended, the “Additional Bridge Notes”). The Additional Bridge Notes bear guaranteed interest at a rate of 8.00% per annum and are convertible into shares of DHAC common stock, par value $0.0001 at a fixed conversion price of $10 per share. In addition, on April 17, 2024, DHAC, VSee, iDoc and the Bridge Investor entered a letter agreement, which amended the business combination timelines in the Additional Bridge Notes.
It is the policy of VSee that all transactions with related parties be at arm’s length and on terms generally available to an unaffiliated third party under the same or similar circumstances.
iDoc Related Person Transactions
On November 29, 2021, Dr. Imoigele P. Aisiku, iDoc’s Executive Chairman, entered into a Commercial Guaranty with Frost Bank, pursuant to which Dr. Aisiku agreed to guaranty iDoc’s term loan indebtedness owed to Frost Bank in an aggregate principal amount of six hundred fifty four thousand forty four dollars ($654,044). Pursuant to a Business Loan Agreement, dated November 29, 2021, by and between iDoc and Frost Bank, Dr. Aisiku also agreed to guarantee iDoc’s line of credit with Frost Bank in an aggregate principal amount of five hundred thousand dollars ($500,000).
On December 5, 2021, iDoc entered into a Business Loan Agreement with Dr. Aisiku, pursuant to which iDoc provided a loan to Dr. Aisiku in an aggregate principal amount of one hundred twenty thousand dollars ($120,000) (the “Loan”), accruing not interest and maturing on December 31, 2022. The Loan has since been repaid in full.
During the year ended December 31, 2022, iDoc advanced $158,964 in cash to Dr. Aisiku through a company controlled by him. During the year ended December 31, 2022, iDoc advanced $18,612 to VSee Lab for cost-sharing expenses. During the year ended December 31, 2021, $56,110 was repaid and used for operating expenses. The balance due at December 31, 2022 and 2021 was $678,936 and $501,360, respectively.
On February 10, 2022, iDoc entered into a lease with Dr. Aisiku pursuant to which iDoc leases from Mr. Aisiku the property located at 2311 W. Main St., Houston, Texas 77098 for a term beginning on February 1, 2022 and ending on January 31, 2027, which term automatically renews on a month-to-month basis unless terminated by iDoc or Dr. Aisiku. Pursuant to the lease, iDoc pays Dr. Aisiku rent at a rate of ten thousand dollars ($10,000) per month. iDoc paid $59,100 and $69,386 on auto leases on behalf of Dr. Aisiku for the years ended December 31, 2022 and 2021, respectively. iDoc made office space lease payments of $162,000 and $120,000 to Dr. Aisiku during the years ended December 31, 2022 and 2021, respectively.
On October 5, 2022, DHAC, along with VSee and iDoc, the target companies in our Business Combination, entered into a securities purchase agreement with the Bridge Investor, pursuant to which DHAC, VSee and iDoc each issued and sold to such investor 10% original issue discount senior secured promissory notes due October 5, 2023 in the aggregate principal amount of $2,222,222. Such note was exchanged on November 21, 2023 pursuant to the Exchange Agreement, which provides that the amounts currently due and owing under (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than $600,000 of the principal amount
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thereof, and (iii) the iDoc Bridge Note other than $600,000 of the principal amount thereof, will be exchanged at the Closing for a senior secured convertible promissory note issued by DHAC with an aggregate principle value of $2,523,744.29 (the “Exchange Note”), which will be guaranteed by each of DHAC, VSee and iDoc.
On November 21, 2023, DHAC and iDoc, entered into a Conversion SPA with Munro Trust - a Sponsor Affiliate, pursuant to which certain loans incurred by iDoc to Munro Trust in the aggregate amount of $300,000 will be converted into Series A Shares at the Closing.
On November 21, 2023, DHAC and iDoc, entered into a Conversion SPA with Tidewater - a Sponsor Affiliate, which Conversion SPA was amended on February 13, 2024, pursuant to which certain loans incurred by iDoc to Tidewater in the aggregate amount of $585,000 will be converted into the Company’s Common Stock following the Closing.
On November 21, 2023, DHAC and iDoc, entered into a Conversion SPA, with the Bridge Investor who is also an investor in our Sponsor, which Conversion SPA was amended on February 13, 2024, pursuant to which certain loans incurred by iDoc to the Bridge Investor in the aggregate amount of $600,000 will be converted into the Company’s Common Stock subject to executing of certain registration rights agreement and filing a registration statement thereunder following the Closing.
On November 21, 2023, DHAC, VSee and iDoc entered into a letter agreement to the October 2022 securities purchase agreement, pursuant to which the Bridge Investor agreed to purchase additional 10% original issue discount senior secured convertible promissory notes in the aggregate principal amount of $166,667 (with an aggregate subscription amount of $150,000) from DHAC with (1) a $111,111.33 note purchased at signing of the Bridge Amendment, which will mature on May 21, 2025 and (2) a $55,555.67 note purchased on January 25, 2024, which will mature on July 25, 2025 (as amended, the “Additional Bridge Notes”). The Additional Bridge Notes bear guaranteed interest at a rate of 8.00% per annum and are convertible into shares of DHAC common stock, par value $0.0001 at a fixed conversion price of $10 per share. In addition, on April 17, 2024, DHAC, VSee, iDoc and the Bridge Investor entered a letter agreement, which amended the business combination timelines in the Additional Bridge Notes.
On March 28, 2024, iDoc issued and sold a secured convertible promissory note in the principal amount of two hundred twenty four thousand ($224,000) (the “Note”) to Mr. David L. Wickersham who became a member of the Company’s board of directors on July 17, 2024. The Note was fully satisfied and paid off by the issuance of 114,000 shares of the Company common stock to Mr. Wickerman on the maturity date.
It is the policy of iDoc that all transactions with related parties be at arm’s length and on terms generally available to an unaffiliated third party under the same or similar circumstances.
Policies and Procedures for Related Party Transactions
We have adopt a related person transaction policy that sets forth its procedures for the identification, review, consideration and approval or ratification of related person transactions.
For purposes of the Company’s policy only, a related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which the Company and any related person are, were or will be participants in which the amount involved exceeds $120,000. Transactions involving compensation for services provided to the Company as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficial owner of more than 5% of any class of the Company’s voting securities and any of their respective immediate family members and any entity owned or controlled by such persons.
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Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, the Company’s management must present information regarding the related person transaction to the Company’s audit committee, or, if audit committee approval would be inappropriate, to another independent body of the Company’s Board of Directors, for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to the Company of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, the Company will collect information that the Company deems reasonably necessary from each director, executive officer and, to the extent feasible, significant stockholder to enable the Company to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under the Company’s Code of Conduct that the Company expects to adopt prior to the closing of this Business Combination, the Company’s employees and directors will have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. In considering related person transactions, the Company’s audit committee, or other independent body of the Company’s Board of Directors, will take into account the relevant available facts and circumstances including, but not limited to:
● | the risks, costs and benefits to the Company; |
● | the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated; |
● | the availability of other sources for comparable services or products; and |
● | the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. |
The policy requires that, in determining whether to approve, ratify or reject a related person transaction, the Company’s audit committee, or other independent body of the Company’s Board of Directors, must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the Company’s best interests and those of the Company’s stockholders, as the Company’s audit committee, or other independent body of the Company’s Board of Directors, determines in the good faith exercise of its discretion.
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BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information known to the Company regarding the beneficial ownership of the Company’s Common Stock as of November 18, 2024 by:
● | each person known to the Company to be the beneficial owner of more than 5% of outstanding Company common stock; |
● | each of the Company’s executive officers and directors; and |
● | all executive officers and directors of the Company as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days and restricted stock units that vest within 60 days. Common stock issuable upon exercise of options and warrants currently exercisable within 60 days and restricted stock units that vest within 60 days are deemed outstanding solely for purposes of calculating the percentage of total ownership and total voting power of the beneficial owner thereof.
The beneficial ownership of Company Common Stock is based on 15,664,778 shares of the Company’s Common Stock issued and outstanding as of November 18, 2024.
Unless otherwise indicated, the Company believes that each person named in the table below has sole voting and investment power with respect to all shares of the Company’s Common Stock beneficially owned by them. Unless otherwise indicated, the business address of each of the following entities or individuals is c/o VSee Health, Inc., 980 N. Federal Highway #304 Boca Raton, Florida 33432.
Company Common Stock
| Number of Shares |
| |||
of Common Stock | |||||
of the Company | |||||
Name and Address of Beneficial Owner | Beneficially Owned | % of Class | |||
Five Percent Holders of the Company | |||||
Digital Health Sponsor LLC (our sponsor)(1) | 3,222,250 | (2) | 19.82 | %(3) | |
Directors and Executive Officers of the Company(4) | |||||
Milton Chen | 2,870,069 | 18.32 | % | ||
Imoigele Aisiku | 3,416,990 | 21.81 | % | ||
Jerry Leonard | — | — | |||
Kevin Lowdermilk | — | — | |||
Colin O’Sullivan | — | — | |||
Scott Metzger | 8,625 | * | |||
Cydonii V. Fairfax | — | — | |||
David L. Wickersham | 114,000 | * | |||
All Directors and Executive Officers of the Company as a group (6 individuals) | 6,409,684 | 42.92 | % |
* | Less than 1%. |
(1) | Our sponsor is the record holder of the shares of common stock reported herein. Our affiliate, Mr. Lawrence Sands, is the manager of our sponsor and as such may be deemed to have sole voting and investment discretion with respect to the common stock held by our sponsor. Mr. Sands disclaims any beneficial ownership of the securities held by Digital Health Sponsor LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly. The business address of the Sponsor is c/o VSee Health, Inc., 980 N Federal Hwy #304, Boca Raton, FL 33432. |
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(2) | Consists of 2,073,250 founder shares, 557,000 shares of Company Common Stock underlying the Private Placement Units from the IPO, 557,000 warrants for Company Common Stock underlying the Private Placement Units from the IPO at an exercise price of $11.50, and 35,000 shares of the Company Common Stock issuable upon conversion of 350 shares of Series A Convertible Preferred Stock at a $10 conversion price. |
(3) | Applicable percentage ownership is based on 15,664,778 shares of our common stock outstanding as of November 18, 2024, 557,000 warrants for Company Common Stock underlying the Private Placement Units from the IPO at an exercise price of $11.50, and 35,000 shares of the Company Common Stock issuable upon conversion of 350 shares of Series A Convertible Preferred Stock at an assumed $10 conversion price. |
(4) | Unless otherwise indicated, the business address of each of the individuals is c/o VSee Health, Inc., 980 N Federal Hwy #304, Boca Raton, FL 33432. |
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DESCRIPTION OF PRIVATE PLACEMENT TRANSACTIONS
Quantum Note and the Quantum Financial Purchase Agreement
On November 21, 2023, DHAC and Quantum Assets SPV, LLC – a Florida LLC (the “Quantum Investor”), entered into a convertible note purchase agreement (the “Quantum Purchase Agreement”) pursuant to which DHAC would issue and sell to the Quantum Investor upon Closing an original issue discount convertible promissory note. Immediately after the Closing, on June 25, 2024 and as further amended on July 3, 2024, the Company issued to the Quantum Investor a 7% original issue discount convertible promissory note (the “Quantum Note”) in the aggregate principal amount of $3,000,000.
The Quantum Note bears interest at rate of 12% per annum and are convertible into shares of the Company Common Stock at (1) an initial fixed conversion price of $10 per share, which was reset to $3.20 per share pursuant to the terms thereof and as described below; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of determination. The conversion price of the Quantum Note is subject to reset if the average of the daily VWAPs for the three (3) trading days prior to the 30th-day anniversary of the Quantum Note issuance date (the “Average Price”) is less than $10, to a price equal to the Average Price but in no event less than $2. In addition, the Company at its option can redeem early a portion or all amounts outstanding under the Quantum Note if the Company provides the Quantum Note holder a notice at least ten (10) trading days prior to such redemption and on the notice day the VWAP of the Company’s Common Stock is less than $10. If an event of default occurs, the Quantum Note would bear interest at a rate of 18.00% per annum. As amended on July 3, 2024, the Quantum Note will mature on June 30, 2026 and eighteen (18) months of interest will be guaranteed regardless of early pay or redemption.
The Quantum Note may not be converted by the Quantum Investor into shares of common stock if such conversion would result in the investor and its affiliates owning in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of all shares issuable upon conversion of the Quantum Note.
Ascent Note and the Ascent Purchase Agreement
On September 30, 2024, the Company and Ascent Partners Fund LLC (“Ascent”) entered into a securities purchase agreement (the “Ascent Purchase Agreement”). Pursuant to the Ascent Purchase Agreement, on September 30, 2024, the Company issued to Ascent (1) warrants with an exercise period of five years to purchase up to 740,741 shares of Company Common Stock at an exercise price of $2.25 per share; (2) 100,000 shares of Company Common Stock as “commitment shares”; and (3) senior secured convertible notes in the aggregate original principal amount of $2,222,222.22 (the “Ascent Note”), which was secured by the assets of the Company and guaranteed by each of the Company, VSee Lab and iDoc.
The Ascent Note bears interest at a rate of 10.00% per annum and are convertible into shares of Common Stock at an initial fixed conversion price of $2.00 per share. The Ascent Note are convertible into fully paid and non-assessable shares of Common Stock at any time after the original issue date. If an event of default occurs, the Ascent Note would bear interest at a rate of 24.00% per annum or the maximum rate permitted under the applicable law. The Company has agreed not to issue any shares of Common Stock upon conversion of the Ascent Note in excess of stock issuance cap required by the rules of Nasdaq (the “Exchange Cap”) unless the Company obtains stockholder approval for issuance of shares of Common Stock exceeding such Exchange Cap. Commencing on the first day of the seventh (7th) month after the issuance of the Ascent Note, the Company is liable to make monthly payments towards the principal balance of the Ascent Note according to a payment schedule thereunder. The Ascent Note will mature on March 30, 2026.
The Ascent Note may not be converted by Ascent into shares of common stock if such conversion would result in the investor and its affiliates owning in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of all shares issuable upon conversion of the Ascent Note.
Tidewater Shares
On November 21, 2023 and as further amended and restated on February 13, 2024, DHAC, iDoc, Tidewater Ventures, LLC (“Tidewater), entered into a securities purchase agreement (the “Tidewater Loan Conversion SPA”) pursuant to which certain loans incurred by iDoc to Tidewater in the aggregate amount of $585,000 were converted at a conversion price of $2.00 per share into 292,500 shares of the Company’s Common Stock (the “Tidewater Shares”) and such shares were issued to Tidewater at the Closing on June 24, 2024.
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SCS Securities Purchase Agreement and SCS Shares
On November 8, 2024, SCS, LLC (“SCS”) and the Company executed a securities purchase agreement (the “SCS SPA”) whereby certain working capital funds in the aggregate amount of $405,000 previously advanced by SCS to the Company were converted at a fixed conversion price of $2.00 per share into 202,500 shares of Common Stock and such shares were issued to SCS in connection with the execution of the SCS SPA.
Registration Rights Granted to the Selling Stockholders
In connection with the Quantum Purchase Agreement, the Company entered into a registration rights agreement with the Quantum Investor on June 25, 2024 (the “Quantum Registration Rights Agreement”), which provides that the Company would file a registration statement to register the shares of Common Stock underlying the Quantum Note.
In connection with the Ascent Purchase Agreement, the Company entered into a registration rights agreement with Ascent on September 30, 2024 (the “Ascent Registration Rights Agreement”), which provides that the Company would file a registration statement to register (i) the shares of Common Stock underlying the Ascent Note; (ii) the shares of Common Stock issuable as interest or principal on the Ascent Note; (iii) the shares of Common Stock issuable upon exercise in full of all the Ascent Warrants; (vi) the Commitment Shares; (v) the shares of Common Stock issuable pursuant to any anti-dilution or any remedies provisions of the Ascent Note and the Ascent Warrants; and (vi) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event.
In addition, both the Tidewater Loan Conversion SPA and the SCS SPA provide that the Company would register the Tidewater Shares and the SCS Shares.
Lock-Up Restrictions
In connection with the execution of the Ascent Purchase Agreement, the directors and officers of the Company entered into a lock-up agreement in a form under the Ascent Purchase Agreement (the “Ascent Lock-Up Agreement”), pursuant to which each agreed, from the date of the Ascent Lock-Up Agreement until the earlier of (i) March 30, 2026 or (ii) the Ascent Note is no longer outstanding, subject to certain customary exceptions, not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended with respect to any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by the person signing the Ascent Lock-Up Agreement.
In addition, the Quantum Investor agreed not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended with respect to all shares issuable upon conversion of the Quantum Note until sixty (60) calendar days after the effectiveness of this registration statement unless the daily trading volume of the Company’s Common Stock exceeds 2,500,000 shares and the closing stock price of the Common Stock exceeds $3.00 per share.
The foregoing summary of the Quantum Purchase Agreement, Quantum Note, Quantum Registration Rights Agreement, Ascent Note, Ascent Registration Rights Agreement, Tidewater Loan Conversion SPA and the other transaction documents does not purport to be a complete description of the rights and obligations of the parties thereunder. The Current Report on Form 8-Ks filed by the Company with the SEC and the exhibits filed thereunder on November 22, 2023, June 28, 2024, July 9,2024 and October 1, 2024 are incorporated by reference herein.
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THE SELLING STOCKHOLDERS
This prospectus relates to the possible resale from time to time by the Selling Stockholders of any or all of the shares of common stock that may be issued by us to the Selling Stockholders. We are registering the shares of common stock pursuant to the registration rights granted to the Selling Stockholders as described under the section titled “Description of Private Placement Transactions – Registration Rights Granted to the Selling Stockholders” in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the transactions entered with the Selling Stockholders and other financings that are disclosed in our public filings, the Selling Stockholders have not had any material relationship with us within the past three years. As used in this prospectus, the term “Selling Stockholders” means, collectively, Ascent, the Quantum Investor, SCS, and Tidewater.
The table below presents information regarding the Selling Stockholders and the shares of common stock that it may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the respective Selling Stockholder, and reflects holdings as of November 18, 2024. The number of shares in the second column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of common stock that the Selling Stockholders may offer under this prospectus. Both the Quantum Note and the Ascent Note may not be converted by the respective investor into shares of common stock if such conversion would result in the investor and its affiliates owning in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of all shares issuable upon conversion of the Quantum Note or the Ascent Note. The number of shares in the second column does not reflect this limitation. The Selling Stockholders may sell some, all or none of its shares in this offering. See the section titled “Plan of Distribution.” We do not know how long the Selling Stockholders will hold the shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholder regarding the sale of any of the shares.
Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of common stock with respect to which the selling stockholder has voting and investment power. The percentage of shares of common stock beneficially owned by the respective Selling Stockholders prior to the offering shown in the table below is based on an aggregate of 15,664,778 shares of our common stock outstanding on November 18, 2024. The fourth column assumes the sale of all of the shares offered by the respective Selling Stockholders pursuant to this prospectus.
| Number of Shares of |
| Maximum Number of |
| ||||||
Common Stock | Shares of Common | Number of Shares of | ||||||||
Beneficially Owned | Stock to be Offered | Common Stock Owned | ||||||||
Prior to Offering | Pursuant to this | After Offering(1) | ||||||||
Name of Selling Stockholder | Number |
| Percent | Prospectus |
| Number |
| Percent | ||
Quantum Assets SPV, LLC (2) | — | — | 1,881,600 | — | — | |||||
Ascent Partners Fund LLC (3) | 817,474 | 4.99 | % | 2,118,519 | — | — | ||||
Tidewater Ventures, Inc.(4) | 292,500 | 1.87 | % | 292,500 | — | — | ||||
SCS, LLC (5) | 205,000 | 1.31 | % | 202,500 | 2,500 | * |
* | Less than 1% |
(1) | Assumes the sale of all shares of Common Stock being offered pursuant to this prospectus. |
(2) | Consists of 1,881,600 shares of Common Stock issuable upon conversion of the Quantum Note. The share number assumes full conversion of the Quantum Note (including the full interest amount thereon) at the floor price of $2.00. Quantum Investor is a Florida LLC that is owned 40.74% by SCS Capital Partners, an entity owned by Lawrence Sands who is a beneficial owner of founder shares and the manager of our Sponsor, 40.74% by the Bridge Investor (through one of its affiliated subsidiary entity) and 18.52% by ADI Funding, LLC. The ownership set forth in the table above does not include securities held by SCS Capital Partners or the Bridge Investor. The address for the Quantum Investor is 20533 Biscayne Blvd., Suite 4629, Aventura, FL 33180. |
(3) | Applicable percentage ownership is based on 15,664,778 shares of our common stock outstanding as of November 18, 2024, and 100,000 Ascent Commitment Shares, 740,741 shares of Common Stock issuable upon full exercise of the Ascent Warrants directly held by Ascent, which may be exercisable but are subject to a 4.99% beneficial ownership limitation blocker contained in such warrants (except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding stock up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise), and an aggregate of 1,277,778 shares of Common Stock issuable upon full conversion of the Ascent Note (including the full interest amount thereon) at the initial fixed conversion price at $2.00 per share, |
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subject to a 4.99% beneficial ownership limitation blocker contained in such notes (except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding stock up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the conversion). Ascent is a subsidiary of Dominion Capital, LLC, another accredited and institutional investor in the Company and the table set forth above excludes all of the Company’s securities held by Dominion Capital, LLC. The address for Ascent is 19505 Biscayne Blvd., Suite 2350, Aventura, FL 33180. |
(4) | Applicable percentage ownership is based on 15,664,778 shares of our common stock outstanding as of November 18, 2024, and 292,500 shares of Common Stock currently held by Tidewater pursuant to the Tidewater Loan Conversion SPA. Tidewater is an affiliate of Mr. Marc Munro, a significant beneficial owner of Digital Health Sponsor LLC (“Sponsor”) and Whacky Ventures LLC (“Whacky”) and the table set forth above excludes all of the Company’s securities held by Mr. Marc Munro and Whacky. The address for Tidewater is 13909 Shady Shores Dr., Tampa, FL 33612. |
(5) | Applicable percentage ownership is based on 15,664,778 shares of our common stock outstanding as of November 18, 2024, and 205,000 shares of Common Stock currently held by SCS including 202,500 shares of Common Stock issued to SCS in connection with the SCS SPA. SCS is an affiliate of the Sponsor and SCS Capital Partners, LLC, an entity owned by Mr. Lawrence Sands who is a beneficial owner of founder shares and the manager of our Sponsor. The table set forth above excludes all of the Company securities held by the Sponsor or SCS Capital Partners, LLC. The address for SCS, LLC is 980 N. Federal Highway, Suite 304, Boca Raton, FL 33432. |
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DESCRIPTION OF OUR SECURITIES
The following summary of the material terms of securities of VSee Health, Inc. (formerly Digital Health Acquisition Corp.) is not intended to be a complete summary of the rights and preferences of such securities and is qualified by reference to our certificate of incorporation, as amended (“Amended Charter”), and our Bylaws (“Bylaws”), each of which are incorporated by reference as an exhibit to the registration statement of which this prospectus is a part, and certain provisions of Delaware law. We urge you to read each of our Amended Charter and Bylaws described herein in their entirety for a complete description of the rights and preferences of our securities.
Authorized and Outstanding Capital Stock
We are authorized to issue 110,000,000 shares. The total number of shares of Common Stock that we are authorized to issue is 100,000,000, having a par value of $0.0001 per share, and the total number of shares of Preferred Stock that we are authorized to issue is 10,000,000, having a par value of $0.0001 per share. The Series A Preferred Certificate of Designation authorizes the issuance of 6,500 shares of Series A Preferred Stock. As of the date of this prospectus, our issued and outstanding capital stock consists of approximately 15,664,778 shares of Common Stock and approximately 6,158 shares of Series A Preferred Stock.
Common Stock
Voting Rights
Except as otherwise provided herein or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote on each matter submitted to a vote of stockholders and shall be entitled to one (1) vote for each share of Common Stock of the Company held of record by such holder as of the record date for determining stockholders entitled to vote on such matter. Except as otherwise required by law, holders of Common Stock of the Company, as such, shall not be entitled to vote on any amendment to this Amended Charter (including any Certificate of Designation) that relates solely to the rights, powers, preferences (or the qualifications, limitations or restrictions thereof) or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended Charter (including any Certificate of Designation) or pursuant to the DGCL.
Subject to the rights of any holders of any outstanding series of Preferred Stock of the Company, the number of authorized shares of Common Stock of the Company may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.
Dividend Rights
Subject to applicable law and the rights and preferences of any holders of any outstanding series of Preferred Stock of the Company, the holders of Common Stock of the Company, as such, shall be entitled to the payment of dividends on the Common Stock of the Company when, as and if declared by the Company’s board of directors in accordance with applicable law.
Liquidation, Dissolution and Winding Up
Subject to the rights and preferences of any holders of any shares of any outstanding series of Preferred Stock of the Company, in the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Company’s stockholders shall be distributed among the holders of the then outstanding Common Stock of the Company pro rata in accordance with the number of shares of Common Stock of the Company held by each such holder.
Preferred Stock
The Amended Charter provides that shares of preferred stock of the Company may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the board of directors of the Company as hereinafter provided.
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The board of directors of the Company has authority from time to time to issue the preferred stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of preferred stock of the Company may provide that such series shall be superior or rank equally or be junior to any other series of preferred stock of the Company to the extent permitted by law and this Amended Charter (including any Certificate of Designation). Except as otherwise required by law, holders of any series of preferred stock of the Company shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by the Amended Charter (including any Certificate of Designation).
The number of authorized shares of preferred stock of the Company may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.
Series A Preferred Stock
As of the date of this registration statement, no shares of Series A Preferred Stock are outstanding. After giving effect of the Business Combination, 6,158 shares of Series A Preferred Stock will be outstanding
Authorized Shares, Par Value
Pursuant to the Series A Preferred Certificate of Designation, we authorized 6,500 Series A Convertible Preferred Shares, par value $0.0001.
Ranking
The Series A Preferred Stock will rank senior to the Common Stock with respect to rights on dividends, distribution of assets on any voluntary or involuntary liquidation, and dissolution or winding up of the affairs of the Company.
Dividends
Holders of the Series A Preferred Stock participate on dividends and any other distributions of the Company’s assets as if such holder had held the number of shares of Common Stock acquirable upon complete conversion of the Series A Preferred Stock immediately prior to the date on which a record is taken for such dividend or distribution, subject to certain limitations on beneficial ownership.
Conversion Rights
The number of shares of Common Stock into which the Series A Preferred Stock are convertible (the “Conversion Rate”) is equal to the Conversion Amount divided by the initial conversion price of $10.00 (the “Conversion Price”), subject to adjustment. “Conversion Amount” means, with respect to each share of Series A Preferred Stock, the stated value.
The Series A Preferred Stock is convertible upon the earlier of (i) twelve (12) months after the issuance of the Series A Preferred Stock or (ii) the date on which no shares of Series A Preferred Stock remain outstanding, into Common Stock at the Conversion Rate (subject to equitable adjustment in the event of a stock split, stock consolidation, subdivision or certain other events of a similar nature that increase or decrease the number of shares of Series A Preferred Stock outstanding).
The Conversion Price of the Series A Preferred Stock is subject to reset in the event the holders convert all or any part of the Series A Preferred Stock at the Alternate Conversion Price. “Alternate Conversion Price” means the lowest of (i) the applicable conversion price as in effect on the applicable conversion date of the applicable alternate conversion, and (ii) the greater of (x) the Floor Price (as defined below) and (y) 90% of the price computed as the quotient of (I) the sum of the VWAP of the Common Stock for each of the three (3) trading days with the lowest VWAP of the Common Stock during the ten (10) consecutive trading day
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period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice, divided by (II) three (3), as appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction.
“Floor Price” means $10.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events); provided, that after the Resale Adjustment Date (as defined below), the Floor Price shall be lowered to $5.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events); provided further, upon any Price Adjustment Reset, the Floor Price shall be lowered to $2.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events).
Any conversion will be settled only in shares of Common Stock; provided, that the Company shall not effect any conversion to the extent that after giving effect to such conversion, the converting holder would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to the conversion.
Purchase Rights
If at any time the Company grants, issues or sells any options, convertible securities, or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then each holder of Series A Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable upon complete conversion of all the Series A Preferred Shares held by such holder immediately prior to the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights; subject to certain limitations on beneficial ownership.
Other Corporate Events
Prior to the consummation of any “Fundamental Transaction,” defined to include a merger, change or control, transfer of all or substantially all equity of the company, or sale of 50% or more of the Company’s outstanding shares of Common Stock, pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that each holder of Series A Preferred Stock will thereafter have the right, at such holder’s option, to receive upon a conversion of all the Series A Preferred Stock held by such holder (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets (the “Corporate Event Consideration”) to which such holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by such holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of the Series A Preferred Stock) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such amounts as such holder of Series A Preferred Stock would have been entitled to receive had the Series A Preferred Stock held by such holder initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate.
Rights Upon Issuance of Other Securities; Adjustment of Conversion Price upon Subdivision or Combination of Common Stock
If the Company at any time subdivides (or combines) one or more classes of its outstanding shares of Common Stock into a greater (or lesser) number of shares, the Conversion Price will be proportionately reduced (or increased).
Adjustment of Conversion Price
The Company may, with the prior written consent of the holders of Series A Preferred Stock, reduce the Conversion Price to any amount and for any period of time deemed appropriate by the Board.
On the later (such later date, the “Resale Adjustment Date”) of (A) the 90th calendar day after the initial issuance of the Series A Preferred Stock and (B) the earlier of (x) the initial date the shares of Common Stock issuable upon conversion of the Series A Preferred Stock are eligible to be resold by the holders pursuant to Rule 144 or (y) the date a registration statement registering the resale by the holders of all shares of Common Stock issuable upon conversion of the Series A Preferred Stock is declared effective by
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the SEC, as applicable, if the Conversion Price then in effect is greater than the Resale Adjustment Price (as defined below), on the Resale Adjustment Date, the Conversion Price shall automatically adjust downward to the Resale Adjustment Price.
On the earlier (such earlier date, the “Price Adjustment Date”) to occur after the Resale Adjustment Date of (A) such date the VWAP of the Common Stock for each trading day during a period of ten (10) consecutive trading days is less than $5.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) or (B) the first anniversary of the issuance of the Series A Preferred Stock, as applicable, if the Conversion Price then in effect is greater than $2.00 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) on the Price Adjustment Date, the Conversion Price shall automatically adjust downward to the Resale Adjustment Price (each, a “Price Adjustment Reset”).
“Resale Adjustment Price” means, with respect to any Resale Adjustment Date that price which shall be the lowest of (i) the applicable Conversion Price as in effect on the applicable Resale Adjustment Date, and (ii) the greater of (x) the Floor Price and (y) 90% of the price computed as the quotient of (I) the sum of the VWAP of the Common Stock for each of the three (3) Trading Days with the lowest VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including the Trading Day immediately preceding the applicable Resale Adjustment Date, divided by (II) three (3) (such period, the “Resale Adjustment Measuring Period”). All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Resale Adjustment Measuring Period.
Rights Upon Fundamental Transactions
Pursuant to the Series A Preferred Certificate of Designation, the Company shall not be party to a Fundamental Transaction, defined to include a merger, change or control, transfer of all or substantially all equity of the company, or sale of 50% or more of the Company’s outstanding shares of Common Stock, unless the successor entity assumes in writing all obligations of the Company under the Series A Preferred Certificate of Designation and the Series A Securities Purchase Agreement Transaction Documents, and such successor entity shall issue upon conversion or redemption of the Series A Preferred Stock shares of the publicly traded common stock (or their equivalent) of the successor entity had all the Series A Preferred Stock of the holder been converted immediately prior to the Fundamental Transaction.
Voting Rights
The holders of Series A Preferred Stock are entitled to vote with shareholders of Common Stock, together as a single class, with a number of votes per share equal to the number of shares of Common Stock into which such holders’ Series A Preferred Stock is then convertible. Series A Preferred Stock will be entitled to certain consent rights on matters related to the authorization of any adverse change to the powers, preferences, or special rights of the Series A Preferred Stock set forth in the Amended Charter or Bylaws, and shall have voting rights as required by law.
Additionally, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the holders of the Series A Preferred Stock, the Company shall not amend or repeal any provision of, or add any provision to, its Certificate of Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit of the Series A Preferred Stock, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise.
Purchase Rights
If at any time the Company grants, issues or sells any options, convertible securities, or rights to purchase stock, warrants, securities or other property pro rata to all or substantially all of the record holders of any class of Common Stock (the “Purchase Rights”), then each holder of Series A Preferred Stock will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such holder could have acquired if such holder had held the number of shares of Common Stock acquirable upon complete conversion of all the Series A Preferred Shares held by such holder immediately prior to the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights; subject to certain limitations on beneficial ownership.
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Redemption
At any time, the Company may optionally redeem the Series A Preferred Stock in cash at a price equal to the 100% of the Conversion Amount.
Reservation Requirements
So long as any Series A Preferred Stock remains outstanding, the Company shall at all times reserve at least 200% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all Series A Preferred Stock then outstanding.
Liquidation
In the event of the liquidation of the Company, the holders of Series A Preferred Stock 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, before any amount shall be paid to the holders of any of shares of junior and shall receive an amount per share of Series A Preferred Stock equal to the amount per share such holder would receive if such holder converted its Series A Preferred Stock into Common Stock immediately prior to the date of such payment.
Amendments
The Series A Preferred Certificate of Designation may be amended by the affirmative vote of the holders of Series A Preferred Stock voting as a separate class, and the stockholder approval as required pursuant to the DGCL and the Company’s Certificate of Incorporation.
Warrants
IPO Warrants
As of the date of this prospectus, 11,500,000 Public Warrants and 557,000 private placement warrants are outstanding (collectively, the “IPO Warrants”). Each whole IPO Warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the Business Combination. However, no IPO Warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the IPO 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 90 days following the consummation of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise IPO 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 IPO Warrants on a cashless basis. In such event, each holder would pay the exercise price by surrendering the IPO 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 IPO Warrants, multiplied by the difference between the exercise price of the IPO 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 five (5) trading days ending on the trading day prior to the date of exercise. The Warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The private placement warrants are identical to the Public Warrants.
We may call the IPO Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant,
● | at any time after the IPO Warrants become exercisable; |
● | upon not less than 30 days’ prior written notice of redemption to each warrant holder; |
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● | if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the IPO Warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and |
● | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such IPO Warrants. |
The right to exercise will be forfeited unless the IPO Warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a IPO Warrants will have no further rights except to receive the redemption price for such holder’s IPO Warrant upon surrender of such warrant.
The redemption criteria for our IPO 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 our redemption call, the redemption will not cause the share price to drop below the exercise price of the IPO Warrants.
If we call the IPO Warrants for redemption as described above, our management will have the option to require all holders that wish to exercise IPO Warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the IPO 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 IPO Warrants, multiplied by the difference between the exercise price of the IPO 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 five (5) trading days ending on the third (3rd) trading day prior to the date on which the notice of redemption is sent to the holders of IPO Warrants.
The IPO Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the IPO Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of at least 50% of the then outstanding Public Warrants, in order to make any change that adversely affects the interests of the registered holders.
The exercise price and number of shares of common stock issuable on exercise of the IPO Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below, the IPO Warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.
In addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the Closing of the Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Board, and in the case of any such issuance to our sponsor, initial stockholders or their affiliates, without taking into account any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the IPO Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities, and the $18.00 redemption trigger price will be adjusted to 180% of this amount.
The IPO Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the number of IPO 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 IPO Warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the IPO Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Warrant holders may elect to be subject to a restriction on the exercise of their IPO Warrants such that an electing warrant holder would not be able to exercise their IPO Warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the shares of common stock outstanding.
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No fractional shares will be issued upon exercise of the IPO Warrants. If, upon exercise of the IPO Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares of common stock to be issued to the warrant holder.
Subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.
Bridge Warrants
DHAC executed the Bridge Securities Purchase Agreement with the Bridge Investor pursuant to which, among other things, DHAC issued to the Bridge Investor warrants exercisable for 173,913 shares of Common Stock of the Company (collectively, the “Bridge Warrants”).
Exercise
The Bridge Warrants are exercisable for shares of Common Stock of the Company at a price of $11.50 per share of Common Stock (the “Exercise Price”), and expire at 5:30 p.m. Pacific Time five years after the date of issuance (the “Expiration Date”). A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder would own more than 4.99% of the outstanding Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding stock up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants, as amended.
Cashless Exercise
If at any time after the date of issuance of the Bridge Warrants there is no effective registration statement available for the resale of shares of Common Stock held by the holder, then in lieu of exercising the Bridge Warrant by payment of cash or check, the holder may elect to receive the number of shares of Common Stock equal to the value of the Bridge Warrant, or the portion thereof being exercised, by surrender of the Bridge Warrant to the Company or its transfer agent, after which the holder will receive shares of Common Stock in accordance with the following formula:
Where, | X | = | The number of shares of Common Stock to be issued to the holder; |
Y | = | The number of shares of Common Stock for which the Bridge Warrant is being exercised; | |
A | = | The fair market value of one share of Common Stock; and | |
B | = | The Exercise Price. |
No Fractional Shares
In lieu of any fractional share to which the holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction
No Rights of Shareholders
Except as provided in the Bridge Warrant, the Bridge Warrant does not entitle its holder to any rights of a shareholder of the Company.
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Reservation of Common Stock
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.
Taxes
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).
Adjustments
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:
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Governing Law
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.
Extension Warrants
DHAC executed the Extension Securities Purchase Agreement with the lender pursuant to which, among other things, DHAC issued to the lender warrants exercisable for 26,086 shares of Common Stock of the Company (collectively, the “Extension Warrants”).
Exercise
The Bridge Warrants are exercisable for shares of Common Stock of the Company at a price of $11.50 per share of Common Stock (the “Exercise Price”), and expire at 5:30 p.m. Pacific Time five years after the date of issuance (the “Expiration Date”).
Cashless Exercise
If at any time after the date of issuance of the Bridge Warrants there is no effective registration statement available for the resale of shares of Common Stock held by the holder, then in lieu of exercising the Bridge Warrant by payment of cash or check, the holder may elect to receive the number of shares of Common Stock equal to the value of the Bridge Warrant, or the portion thereof being
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exercised, by surrender of the Bridge Warrant to the Company or its transfer agent, after which the holder will receive shares of Common Stock in accordance with the following formula:
Where, | X | = | The number of shares of Common Stock to be issued to the holder; |
Y | = | The number of shares of Common Stock for which the Bridge Warrant is being exercised; | |
A | = | The fair market value of one share of Common Stock; and | |
B | = | The Exercise Price. |
No Fractional Shares
In lieu of any fractional share to which the holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction
No Rights of Shareholders
Except as provided in the Bridge Warrant, the Bridge Warrant does not entitle its holder to any rights of a shareholder of the Company.
Reservation of Common Stock
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.
Taxes
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).
Adjustments
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:
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Governing Law
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 / Ascent Warrants
VSee Health executed the Ascent Purchase Agreement pursuant to which, among other things, the Company issued to Ascent warrants exercisable for 740,741 shares of Common Stock of the Company (collectively referred in this section, the “September 2024 Warrants”).
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Exercise
The September 2024 Warrants are exercisable for shares of Common Stock of the Company at a price of $2.25 per share of Common Stock (the “Exercise Price”), and expire at 5:00 p.m. Eastern Time five years after the date of issuance (the “Expiration Date”). A holder (together with its affiliates) may not exercise any portion of such holder’s warrants to the extent that the holder would own more than 4.99% of the outstanding Common Stock immediately after exercise, except that upon at least 61 days’ prior notice from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding stock up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the warrants, as amended.
Cashless Exercise
If at any time after the date of issuance of the September 2024 Warrants there is no effective registration statement available for the resale of shares of Common Stock held by the holder, then in lieu of exercising the September 2024 Warrant by payment of cash or check, the holder may elect to receive the number of shares of Common Stock equal to the value of the September 2024 Warrant, or the portion thereof being exercised, by surrender of the September 2024 Warrant to the Company or its transfer agent, after which the holder will receive shares of Common Stock in accordance with the following formula:
Where, | X | = | The number of shares of Common Stock to be issued to the holder; |
Y | = | The number of shares of Common Stock for which the September 2024 Warrant is being exercised; | |
A | = | The fair market value of one share of Common Stock; and | |
B | = | The Exercise Price. |
No Fractional Shares or Scrip
In lieu of any fractional share to which the holder would otherwise be entitled, the Company shall make a cash payment equal to the Exercise Price multiplied by such fraction
No Rights of Shareholders
Except as provided in the September 2024 Warrant, the September 2024 Warrant, by itself and prior to exercise, does not entitle its holder to any rights of a shareholder of the Company.
Reservation and Listing of Common Stock
During the term the September 2024 Warrants are exercisable, the Company shall 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 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 September 2024 Warrants. The Company shall also maintain the listing or quotation of such Common Stock on any date at least equal to the amount of Common Stock reserved on such date on the Nasdaq Capital Market or other trading market for such Common Stock.
Taxes
All 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).
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Adjustments
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). | Stock Dividends, Stock Splits, Combinations and Reorganizations. If the Company shall, at any time after the date hereof, (i) declare a dividend on shares of Common Stock payable in other securities or indebtedness of the Company or any other Person (“New Investments”), (ii) split or subdivide the outstanding shares of Common Stock, (iii) combine the outstanding Shares of Common Stock into a smaller number of shares, (iv) issue by reclassification of its Shares of Common Stock any New Investment of the Company, (v) complete any capital reorganization of the Company, whether or not such reclassification directly or indirectly affects the underlying securities or results in New Investments being issued to holders of underlying securities, (vi) complete any reclassification of the underlying securities (other than a reclassification referred to in clause (iv) above), (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, for each such event, the Exercise Price then in effect, as well as, where applicable, the type and number of Shares of Common Stock issuable hereunder, shall be adjusted so as to ensure that the holder shall remain entitled, at the Exercise Price applicable prior to such adjustment, to receive the kind and number of Shares of Common Stock and all such New Investments of the Company which the Holder would have been entitled to receive after any such event had such September 2024 Warrant been exercised in full immediately prior to any such event (or, if applicable, any record date with respect thereto). Each such adjustment shall become effective immediately after the effective date of the event, retroactive to the record date, if any, for such event. The Company shall not engage in any such transaction resulting in the holders of underlying securities receiving New Investments issued by any person other than the Company unless, prior to or simultaneously with the consummation thereof, such other assumes, by written instrument, the obligations of the Company hereunder (jointly and severally with the Company if the Company survives such event). The provisions of this clause (a) shall continue to apply to successive events covered hereby. At any time after which, as a result of an adjustment made pursuant to the terms of the September 2024 Warrant, the Holder becomes entitled to receive any New Investments that are not underlying securities, the term “Warrant Securities” hereunder shall be deemed include such New Investments, and the exercise price and number of such New Investments receivable hereunder 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 original Shares of Common Stock contained in the terms of the September 2024 Warrant, and all other provisions of this warrant that apply to the Shares of Common Stock shall apply on like terms to such New Investments. Similarly, the term “underlying securities” hereunder shall be deemed to include all securities and indebtedness of the type of such New Investments. |
(b). | Issuance at Less than Exercise Price. |
a. | Issuance of Underlying securities. 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 following formula: |
CP2 = CP1 * (A+B) / (A+C), where:
CP2 = New Exercise Price
CP1 = Exercise Price in effect immediately prior to new issue
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A = Number of shares of Common Stock deemed to be outstanding immediately prior to new issue (includes all shares of outstanding common stock, all shares of outstanding preferred stock on an as-converted basis, and all outstanding options on an as-exercised basis; and does not include any convertible securities converting into this round of financing)
B = Aggregate consideration received by the Company with respect to the new issue divided by CP1
C = Number of shares of stock issued in the subject transaction
Except as expressly stated in this clause (b), no further adjustment to the Exercise Price shall be made upon the issuance of such underlying securities, the exercise of such options or otherwise pursuant to the terms of, or upon the issuance of such shares of Common Stock upon conversion, exercise or exchange of such stock equivalents. If the Company takes a record of underlying securities for the purpose of entitling the holder thereof (x) to receive a dividend or other distribution payable in underlying securities, other securities, indebtedness or acquisition rights or (y) to subscribe for or purchase shares of underlying securities, other securities, indebtedness of acquisition rights, then such record date will, for the purposes of this warrant, be deemed to be the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such subscription right.
b. | Change in Price, Term or Rate of Conversion. If there is any change at any time in the term or in the consideration required to be paid by any holder of acquisition rights to acquire underlying securities or in the rate at which any acquisition rights are convertible into or exercisable or exchangeable into underlying securities (other than proportional changes in conversion or exercise prices, as applicable, in connection with an event referred to in the September 2024 Warrant, or changes in conversion or exercise prices or the terms thereof, as applicable, in connection with the certain promissory note held by Dominion and promissory note issued pursuant to the Securities Purchase Agreement dated September 30, 2024), the Exercise Price in effect at the time of such increase or decrease shall be adjusted at the time of such change as if such acquisition rights had been issued, granted or sold at the time of such change, with such change deemed to be effective. No adjustment pursuant to this Section 4(b) shall be made if such adjustment would result in an increase of the Exercise Price then in effect. |
c. | Calculation of Consideration Received. If any acquisition right is granted, issued or sold in connection with the issuance or sale or deemed issuance or sale of any other securities or indebtedness of the Company (as determined by the Holder, the “Primary Security”, and together with such acquisition rights, each a “Unit”), in one integrated transaction, the aggregate consideration per share of underlying security with respect to such unit issuance, grant or sale shall be deemed to be the lower of (x) the purchase price of such unit, (y) the lowest possible consideration per share required to be paid by the holder thereof to acquire one share of underlying securities in connection with the acquisition rights that are part of such unit (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) and (z) the lowest VWAP (as defined below) of the shares of underlying securities on any Trading Day during the five (5) Trading Day period (the “Adjustment Period”) immediately following the public announcement of such grant, issue or sale (for the avoidance of doubt, if such public announcement is released prior to the opening of a trading market on a trading day, such trading day shall be the first trading day in such five trading day period and if this warrant is exercised, on any given exercise date during any such adjustment period, solely with respect to such portion of this warrant exercised on such applicable exercise date, such applicable adjustment period shall be deemed to have ended on, and included, the trading day immediately prior to such exercise date). If part of the consideration for the issuance, grant or sale of any underlying security or any acquisition rights is not cash, the amount of such non-cash consideration received by the company parties and their subsidiaries shall be the fair value of such consideration; provided, that the fair value of any publicly-traded securities included in such consideration shall be deemed to be, for purposes of this clause (b), the arithmetic average of the VWAPs of such security for each of the five (5) Trading Days immediately preceding the date of receipt of such securities by such Company Parties or such Subsidiaries. If any underlying securities or acquisition rights are issued to the owners of a non-surviving entity in connection with any merger with the Company in which the Company is the surviving entity, the consideration therefor will be deemed to be the fair value of the net assets and business of the non-surviving entity. The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation (the |
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“Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days after the tenth (10th) day following such valuation event by an independent, reputable appraiser jointly selected by the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne by the Company. |
d. | “VWAP” means, for or as of any date for any security, the following: |
1. | the Dollar volume-weighted average price for such Security on the Principal Trading Market for such Security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average); or |
2. | if Bloomberg does not report such a price, the Dollar volume-weighted average price of such Security in the over-the-counter market on the electronic bulletin board for such Security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg; or |
3. | if no Dollar volume-weighted average price is reported for such Security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such Security on such date as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC); or |
4. | if the VWAP cannot be calculated for such Security on such date on any of the foregoing bases, the VWAP of such Security on such date shall be the fair market value as mutually determined by the Company and the Holder. |
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction during such period.
(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 0.1% in the aggregate number of Shares of Common Stock purchasable hereunder; provided that any adjustments are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided, that notwithstanding the foregoing, all adjustments so carried-forward shall be made no later than three (3) years from the date of the first event that would have required an adjustment but for requirement under this warrant. |
(e). | In case any event shall occur as to which the other provisions of this warrant 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 September 2024 Warrants in accordance with the essential intent and principles hereof, then, in each such case, the independent auditors of the Company shall give its opinion as to the adjustment, if any, on a basis consistent with the essential intent and principles established in this warrant, necessary to preserve, without enlargement or dilution, the purchase rights presented by the September 2024 Warrants. Upon receipt of such opinion, the Company shall promptly mail a copy thereof to the registered holders of the September 2024 Warrants and shall make the adjustment described therein. |
Governing Law
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.
Outstanding Notes
Bridge Notes
Pursuant to the Bridge SPA, DHAC, VSee, and iDoc issued the Bridge Investor 10% original issue discount senior secured promissory notes due October 5, 2023 in the principal amount of $888,888.80, $666,666.60 and $666,666.60, respectively (the
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“Bridge Notes” and individually, the “DHAC Bridge Notes,” “VSee Bridge Notes” and “iDoc Bridge Notes” when referring to Bridge Notes issued to the Company, VSee, and iDoc, respectively) in an aggregate principal amount of approximately $2,222,222. On November 21, 2023 and as further amended and restated on February 13, 2024 (the “A&R Loan Conversion SPAs”), VSee, and iDoc entered into certain of the A&R Loan Conversion SPAs with the Bridge Investor, pursuant to which (i) the $600,000 balance of the VSee Bridge Note not included in the Exchange Note (as defined below) was assumed by the Company and was converted into Common Stock of the Company following the Closing, and (ii) the $600,000 balance of the iDoc Bridge Note not included in the Exchange Note and certain indebtedness owed by iDoc to Tidewater were assumed by the Company and were converted into Common Stock of the Company following the Closing.
Additional Bridge Notes
On November 21, 2023 and as further amended on April 17, 2024, DHAC entered into the Bridge Letter Agreement (the “Bridge Letter Agreement”), pursuant to which the Bridge Investor agreed to purchase additional 10% original issue discount convertible promissory notes in the aggregate principal amount of $166,667 (with a subscription amount of $150,000) from the Company with (1) a $111,111.33 note purchased at signing of the Bridge Letter Agreement, which will mature on May 21, 2025 and (2) a $55,555.67 note purchased on January 25, 2024, which will mature on July 25, 2025 (as amended, the “Additional Bridge Notes”). The Additional Bridge Notes bear guaranteed interest at a rate of 8.00% per annum and are convertible into shares of the Company’s Common Stock at a fixed conversion price of $10 per share. The note will be convertible into fully paid and non-assessable shares of Common Stock at any time after the original issue date. The conversion price of the Additional Bridge Notes is subject to reset if the Company’s Common Stock trades below $10.00 on the 10th business day after the conversion shares are registered or may otherwise be freely resold, and every 90th day thereafter, to a price equal to the greater of (x) 95% of the average lowest VWAP of the Company’s Common Stock in the 10 trading dates prior to the measurement date and (y) $2.00. In addition, optional prepayment of the Additional Bridge Notes requires the payment of 110% of the outstanding obligations, including the guaranteed minimum interest. If an event of default occurs, the Additional Bridge Notes would bear interest at a rate of 24.00% per annum and require the payment of 125% of the outstanding obligations, including the guaranteed minimum interest. As of November 11, 2024, the Additional Bridge Notes carry an outstanding principal balance of $134,259.44.
Exchange Note
Pursuant to the Exchange Agreement with the Bridge Investor, the amounts currently due and owing under (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than $600,000 of the principal amount thereof, and (iii) the iDoc Bridge Note other than $600,000 of the principal amount thereof, were exchanged for a senior secured convertible promissory note issued by DHAC the Exchange Note with an aggregate principle value of $2,523,744.29 (the “Exchange Note”), which was secured by the assets of the Company and guaranteed by each of the Company, VSee Lab and iDoc. The Exchange Note will bear interest at a rate of 8.00% per annum and will be convertible into shares of Common Stock at an initial fixed conversion price of $10 per share. The Exchange Note will be convertible into fully paid and non-assessable shares of Common Stock at any time after the original issue date. The conversion price of the Exchange Note is subject to reset if the Company’s Common Stock trades below $10.00 on the 10th business day after the conversion shares are registered or may otherwise be freely resold, and every 90th day thereafter, to a price equal to the greater of (x) 95% of the average lowest VWAP of the Company’s Common Stock in the 10th trading dates prior to the measurement date and (y) $2.00. In addition, optional prepayment of the Exchange Note requires the payment of 110% of the outstanding obligations. If an event of default occurs, the Exchange Note would bear interest at a rate of 24.00% per annum and require the payment of 125% of the outstanding obligations. As of November 11, 2024, the Exchange Notes carry an outstanding principal balance of $2,023,744.29.
Quantum Note
Pursuant to the Quantum Purchase Agreement, the Company issued and sold to the Quantum Investor on June 25, 2024 and as further amended on July 3, 2024, a 7% original issue discount convertible promissory note in the aggregate principal amount of $3,000,000, which will mature on June 30, 2026. The Quantum Note will bear interest at rate of 12% per annum and are convertible into shares of Common Stock of DHAC at (1) an initial fixed conversion price of $10 per share, which was re-set to $3.20 per share pursuant to terms of the Quantum Note; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of determination. The Quantum Note will be convertible into fully paid and non-assessable shares of Common Stock at any time after the issuance date. The conversion price of the Quantum Note is subject to reset if the average of the daily VWAPs for the three (3) trading days prior to the 30th-day anniversary of the Quantum Note issuance date (the “Average Price”) is less than $10, to a price equal to the Average Price but in no event less than $2.00. In addition, the Company at its option can redeem early a portion or all amounts outstanding under the Quantum Note if the
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Company provides the Quantum Note holder a notice at least ten (10) trading days prior to such redemption and on the notice day the VWAP of the Company’s Common Stock is less than $10. If an event of default occurs, the Quantum Note would bear interest at a rate of 18.00% per annum regardless of early pay or redemption.
Equity Purchase Note
Pursuant to the Equity Purchase Agreement, on July 2, 2024, the Company issued to the investor, as a commitment fee for the equity purchase transaction, a senior unsecured convertible note in a principal amount of $500,000 that is convertible into shares of Common Stock at an initial fixed conversion price of $10 per share. The Equity Purchase Note will be convertible into fully paid and non-assessable shares of Common Stock at any time after the original issue date. Commencing at any time after 90 calendar days from the closing of the Business Combination, which was further extended to December 31, 2024 as agreed by the parties, the holder of the Note may, upon five days prior written notice, require the Company to pay off and satisfy its full obligations only in shares of the Company’s Common Stock at an initial price of $10 per share under the note.
Ascent Note
Pursuant to the Ascent Purchase Agreement, the Company issued Ascent a senior secured convertible notes in the aggregate original principal amount of $2,222,222.22 (the “Ascent Note”), which was secured by the assets of the Company and guaranteed by each of the Company, VSee Lab and iDoc. The Ascent Note will bear interest at a rate of 10.00% per annum and will be convertible into shares of Common Stock at an initial fixed conversion price of $2.00 per share. The Ascent Note will be convertible into fully paid and non-assessable shares of Common Stock at any time after the original issue date. If an event of default occurs, the Ascent Note would bear interest at a rate of 24.00% per annum or the maximum rate permitted under the applicable law.
Stock Options
In June 2024, the DHAC board of directors and stockholders approved the VSee Health, Inc. 2024 Equity Incentive Plan. There are currently 2,544,021 shares reserved for issuance under the 2024 Equity Incentive Plan. At the Closing of the Business Combination on June 24, 2024, the Company granted stock options with an exercise price equal to $10.00 pursuant to the 2024 Equity Incentive Plan to the individuals, in the amounts, and on the terms set forth in the Business Combination Agreement.
Dividends
Declaration and payment of any dividend will be subject to the discretion of the board of directors of the Company. The time and amount of dividends will be dependent upon, among other things, the Company’s business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions, covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the board of directors of the Company may regard as relevant.
The Company currently intends to retain all available funds and any future earnings to fund the development and growth of the business, and therefore does not anticipate declaring or paying any cash dividends on Common Stock in the foreseeable future.
Exclusive Forum
The Amended Charter provides that, to the fullest extent permitted by law, unless the Company otherwise consents in writing, the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Company, (2) any action asserting a claim of breach of a fiduciary duty owed by, or any other wrongdoing by, any current or former director, officer, other employee or stockholder of the Company, (3) any action asserting a claim against the Company arising pursuant to any provision of the DGCL, the Amended Charter or the Amended Bylaws, or as to which the DGCL confers jurisdiction on the Court of Chancery, (4) any action to interpret, apply, enforce or determine the validity of any provisions of the Amended Charter or the Amended Bylaws, or (5) any other action asserting a claim governed by the internal affairs doctrine. Notwithstanding the foregoing, the federal district courts of the United States shall be the exclusive forum for the resolution of any action, suit or proceeding asserting a cause of action arising under the Securities Act and the provisions of the Amended Charter described above
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will not apply to claims arising under the Exchange Act or other federal securities laws for which there is exclusive federal jurisdiction.
Anti-Takeover Effects of Provisions of the Amended Charter, the Amended Bylaw and Applicable Law
Certain provisions of the Amended Charter, Amended Bylaws, and laws of the State of Delaware, where the Company is incorporated, may discourage or make more difficult a takeover attempt that a stockholder might consider in his or her best interest. These provisions may also adversely affect prevailing market prices for the common stock of the Company. We believe that the benefits of increased protection give the Company the potential ability to negotiate with the proponent of an unsolicited proposal to acquire or restructure Company and outweigh the disadvantage of discouraging those proposals because negotiation of the proposals could result in an improvement of their terms.
Limitations on Stockholder Action by Written Consent
The Amended Charter provides that, subject to the terms of any series of the Company preferred stock, any action required or permitted to be taken by the stockholders of the Company must be effected at an annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting.
Amendment of the Amended Charter and Amended Bylaws
The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together a single class, is required to amend a corporation’s certificate of incorporation, unless the certificate of incorporation requires a greater percentage.
The Amended Charter provides that it may be amended by the Company in the manners provided therein or prescribed by statute. In addition to any vote required by applicable law, the following provisions in the Amended Charter may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the total voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: Part B of Article IV, Article V, Article VI, Article VII, Article VIII, Article IX and this Article X.
The Amended Charter also provides that the Company Board will have the power to adopt, amend, alter, or repeal the Amended Bylaws. Amendment or repeal of the Bylaws of the Corporation by the stockholders of the Corporation shall require the affirmative vote of the holders of at least two-thirds (66 and 2/3%) of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to vote generally in an election of directors.
Business Combinations
Under Section 203 of the DGCL, a corporation will not be permitted to engage in a business combination with any interested stockholder for a period of three years following the time that such interested stockholder became an interested stockholder, unless:
(1) | prior to such time the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
(2) | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; |
(3) | at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662∕3% of the outstanding voting stock which is not owned by the interested stockholder. |
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(4) | Generally, a “business combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of the Company’s outstanding voting stock. For purposes of this section only, “voting stock” has the meaning given to it in Section 203 of the DGCL. |
Since the Company has not opted out of Section 203 of the DGCL, it will apply to the Company. As a result, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with the Company for a three-year period. This provision may encourage companies interested in acquiring the Company to negotiate in advance with the Company Board because the stockholder approval requirement would be avoided if the Company Board approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in the Company Board and may make it more difficult to accomplish transactions, which stockholders may otherwise deem to be in their best interests.
Cumulative Voting
Under Delaware law, the right to vote cumulatively does not exist unless the charter specifically authorizes cumulative voting. The Amended Charter does not authorize cumulative voting.
Limitations on Liability and Indemnification of Officers and Directors
The DGCL authorizes corporations to limit or eliminate the personal liability of directors or officers of corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. The Amended Charter includes a provision that eliminates the personal liability of directors or officers for damages for any breach of fiduciary duty as a director or officer where, in civil proceedings, the person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the Company or, in criminal proceedings, where the person had no reasonable cause to believe that his or her conduct was unlawful.
The Amended Bylaws provide that the Company must indemnify and advance expenses to the Company’s directors and officers to the fullest extent authorized by the DGCL. the Company also is expressly authorized to carry directors’ and officers’ liability insurance providing indemnification for the Company directors, officers, and certain employees for some liabilities. the Company believes that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.
The limitation of liability, advancement and indemnification provisions in the Amended Charter and Amended Bylaws may discourage stockholders from bringing lawsuits against directors for any alleged breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit the Company and its stockholders. In addition, your investment may be adversely affected to the extent the Company pays the costs of settlement and damage awards against directors and officer pursuant to these indemnification provisions.
There is currently no pending material litigation or proceeding involving any of the Company’s directors, officers, or employees for which indemnification is sought.
Corporate Opportunities
The Amended Charter provides for the renouncement by the Company of any interest or expectancy of the Company in, or being offered an opportunity to participate in any matter, transaction, or interest that is presented to, or acquired, created, or developed by, or which otherwise comes into possession of, any director of the Company who is not an employee of the Company or any of its subsidiaries, unless such matter, transaction, or interest is presenting to, or acquired, created, or developed by, or otherwise comes into the possession of a director of the Company expressly and solely in that director’s capacity as a director of the Company.
Dissenters’ Rights of Appraisal and Payment
Under the DGCL, with certain exceptions, the Company’s stockholders will have appraisal rights in connection with a merger or consolidation of the Company. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection
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with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.
Stockholders’ Derivative Actions
Under the DGCL, any of the Company’s stockholders may bring an action in the Company’s name to procure a judgment in the Company’s favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of the Company’s shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter devolved by operation of law.
Our Transfer Agent and Warrant Agent
The transfer agent and warrant agent for the Company’s Common Stock and Public Warrants is Continental Stock Transfer & Trust Company, 1 State Street, New York, New York 10004.
Listing of our Securities
Our Common Stock and Public Warrants are trading on the Nasdaq Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “VSEE” and “VSEEW” respectively.
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SECURITIES ACT RESTRICTIONS ON RESALE OF OUR SECURITIES
Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted our common stock or our warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been our affiliate at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as the Company was required to file reports) preceding the sale.
Persons who have beneficially owned restricted our common stock shares or our warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
● | 1% of the total number of our common stock then outstanding; or |
● | the average weekly reported trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
● | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
● | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
● | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and |
● | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
As a result, the Sponsor will be able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after the Company has completed its initial business combination.
Following the recent consummation of the Business Combination, the Company is no longer be a shell company, and, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities.
Lock-up Agreements
Pursuant to certain lock-up restrictions agreed to in connection with the Business Combination Agreement, the Exchange Agreement and the Ascent Purchase Agreement, subject to certain exceptions, the Sponsor, certain of the Company’s key stockholders and the executive officers and directors of the Company will be contractually restricted from selling or transferring any of its or their shares of our common stock. Such restrictions generally began upon the closing of the Business Combination and end 180 days after the closing of the Business Combination or until the earlier of (i) certain notes issued to the Bridge Investor or the Ascent Note are no longer outstanding or (ii) by March 30, 2026.
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PLAN OF DISTRIBUTION
The shares of Common Stock offered by this prospectus are being offered by the Selling Stockholders hereunder. The shares may be sold or distributed from time to time by the Selling Stockholders directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of our Common Stock offered by this prospectus could be effected in one or more of the following methods:
● | ordinary brokers’ transactions; |
● | transactions involving cross or block trades; |
● | through brokers, dealers, or underwriters who may act solely as agents; |
● | “at the market” into an existing market for our Common Stock; |
● | in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents; |
● | broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; and |
● | in privately negotiated transactions; or any combination of the foregoing. |
In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.
The Selling Stockholders have informed us that they intend to use one or more registered broker-dealers to effectuate all sales, if any, of our Common Stock that it has acquired and may in the future acquire from us pursuant to the Quantum Note, the Ascent Note or the Ascent Warrants. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. The Selling Stockholders have informed us that each such broker-dealer will receive commissions from the respective Selling Stockholders that will not exceed customary brokerage commissions.
To the extent required by the Securities Act and the rules and regulations thereunder, the Selling Stockholders and any broker-dealer participating in the distribution of the shares of Common Stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. Brokers, dealers, underwriters or agents participating in the distribution of the shares of our Common Stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the respective Selling Stockholders through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our Common Stock sold by the Selling Stockholders may be less than or in excess of customary commissions. Neither we nor the Selling Stockholders can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of our Common Stock sold by the Selling Stockholders. There can be no assurance that the Selling Stockholders will sell any or all of the shares of Common Stock registered pursuant to the registration statement, of which this prospectus forms a part.
We know of no existing arrangements between the Selling Stockholders or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our Common Stock offered by this prospectus.
We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the respective Selling Stockholder, including the names of any brokers, dealers, underwriters or agents participating in
134
the distribution of such shares by the Selling Stockholder, any compensation paid by the Selling Stockholder(s) to any such brokers, dealers, underwriters or agents, and any other required information.
We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our Common Stock covered by this prospectus by the Selling Stockholders.
We also have agreed to indemnify the Selling Stockholders and certain other persons against certain liabilities in connection with the offering of shares of our Common Stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Ascent has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by the investors specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.
Ascent has represented to us that at no time prior to the execution of transaction documents described under the section titled Description of Private Placement Transactions has Ascent or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Quantum has also agreed that during the term of the Ascent Notes are still outstanding, neither Ascent, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions..
We have advised the Selling Stockholders that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Stockholders, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.
This offering will terminate on the date that all shares of our common stock offered by this prospectus have been sold by the Selling Stockholders.
Our Common Stock is currently listed on The Nasdaq Capital Market under the symbol “VSEE”.
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LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us by Manatt, Phelps & Phillips, LLP, Costa Mesa, California.
EXPERTS
The consolidated financial statements of VSee Health, Inc. (f/k/a Digital Health Acquisition Corp.) as of December 31, 2023, and 2022, and the related consolidated statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2023 and 2022, appearing in this prospectus have been audited by Withum Smith + Brown, PC, independent registered public accounting firm, as set forth in their report thereon (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a going concern), appearing elsewhere in this prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The financial statements of VSee Lab, Inc. as of December 31, 2023 and 2022 and for the years then ended included in this prospectus have been so included in reliance on the report of Accell Audit & Compliance, PA, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The financial statements of iDoc Virtual Telehealth Solutions, Inc. as of December 31, 2023 and 2022 and for the years then ended included in this prospectus have been so included in reliance on the report of Accell Audit & Compliance, PA, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website, at http://www.sec.gov, that contains registration statements, reports, proxy statements and other information regarding registrants that file electronically with the SEC, including us. Our website address is http://www.vseehealth.com.
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities being offered by this prospectus. This prospectus is part of that registration statement. This prospectus does not contain all of the information set forth in the registration statement or the exhibits to the registration statement. For further information with respect to us and the securities we are offering pursuant to this prospectus, you should refer to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete, and you should refer to the copy of that contract or other documents filed as an exhibit to the registration statement. You may read or obtain a copy of the registration statement at the SEC’s website referred to above.
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INDEX TO FINANCIAL STATEMENTS
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
Audited Financial Statements of Digital Health Acquisition Corp | |
F-2 | |
Financial Statements: | |
Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-3 |
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 | F-4 |
F-5 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 | F-6 |
F-7 |
Unaudited Financial Statements of Digital Health Acquisition Corp. | |
Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and December 31, 2023 | F-42 |
F-43 | |
F-44 | |
F-46 | |
Notes to Unaudited Condensed Consolidated Financial Statements | F-47 |
VSEE LAB, INC. FINANCIAL STATEMENTS
Audited Financial Statements of VSee Lab, Inc. | |
F-97 | |
F-98 | |
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 | F-99 |
F-100 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 | F-101 |
F-102 |
IDOC VIRTUAL TELEHEALTH SOLUTIONS, LLC FINANCIAL STATEMENTS
Audited Financial Statements of iDoc Virtual Telehealth Solutions, LLC | |
F-117 | |
F-118 | |
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 | F-119 |
F-120 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 | F-121 |
F-122 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Digital Health Acquisition Corp.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Digital Health Acquisition Corp. (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs as well as complete a Business Combination by the close of business on November 8, 2024, then the Company will cease all operations except for the purpose of liquidating. This date for mandatory liquidation, subsequent dissolution and liquidity condition raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor since 2021.
New York, New York
April 12, 2024
PCAOB ID Number 100
F-2
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
CONSOLIDATED BALANCE SHEETS
| December 31, |
| December 31, | |||
2023 | 2022 | |||||
ASSETS | ||||||
Current assets: |
| |||||
Cash | $ | | $ | | ||
Total Current Assets |
| |
| | ||
Investments held in Trust Account |
| |
| | ||
Total Assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
| ||||
Current liabilities: |
|
| ||||
Accounts payable and accrued expenses | $ | | $ | | ||
Excise tax payable | | — | ||||
Income taxes payable | | | ||||
| | |||||
Bridge Note, net of discount | — | | ||||
| — | |||||
Additional Bridge Promissory note, net of discount | | — | ||||
Promissory note – M2B | | — | ||||
Exchange Note | | — | ||||
ELOC | | — | ||||
| | |||||
Extension Note, net of discount | | — | ||||
Bridge Note – Bifurcated Derivative | — | | ||||
Extension Note – Bifurcated Derivative | | — | ||||
PIPE Forward Contract Derivative | — | | ||||
Total Current Liabilities |
| |
| | ||
Deferred underwriting fee payable |
| |
| | ||
Total Liabilities |
| |
| | ||
Commitments |
|
| ||||
Common stock, $ |
| |
| | ||
Stockholders’ Deficit | ||||||
Common stock, $ |
| |
| | ||
Additional paid-in capital |
| |
| | ||
Accumulated deficit |
| ( |
| ( | ||
Total Stockholders’ Deficit |
| ( |
| ( | ||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | | $ | |
The accompanying notes are an integral part of the consolidated financial statements.
F-3
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended December 31, | |||||
2023 |
| 2022 | ||||
General and administrative expenses | $ | | $ | | ||
Loss from operations | ( |
| ( | |||
Other (expense) income: |
| |||||
Default interest expense – Bridge Note | ( | — | ||||
Interest expense – Bridge Note | ( | ( | ||||
Interest expense – Additional Bridge | ( | — | ||||
Interest expense – M2B | ( | — | ||||
Interest expense – Extension Note | ( | — | ||||
Initial fair value of Additional Bridge Note | | — | ||||
Initial fair value of ELOC | ( | — | ||||
Change in fair value of Additional Bridge Note | ( | — | ||||
Change in fair value of Exchange Note | ( | — | ||||
Change in fair value of ELOC | | — | ||||
Change in fair value of Bridge Note – Bifurcated Derivative | | ( | ||||
Change in fair value of Extension Note – Bifurcated Derivative | | — | ||||
Change in fair value of PIPE Forward Contract Derivative | | ( | ||||
Interest earned on investments held in Trust Account | | | ||||
Total other (expense) income | ( | | ||||
Loss before provision for income taxes | ( | ( | ||||
Provision for income taxes | — | ( | ||||
Net loss | $ | ( | $ | ( | ||
Basic and diluted weighted average common shares outstanding |
| | ||||
Basic and diluted net loss per common share | $ | $ | ( |
The accompanying notes are an integral part of the consolidated financial statements.
F-4
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
Additional | Total | |||||||||||||
Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | |||||
Balance – December 31, 2021 | | $ | | $ | — | $ | ( | $ | ( | |||||
Accretion of common stock subject to redemption value | — | — | — | ( | ( | |||||||||
Issuance of | | | | — | | |||||||||
Issuance of | — | — | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance – December 31, 2022 |
| | | | ( | ( | ||||||||
Issuance of |
| |
| |
| |
| — |
| | ||||
Issuance of |
| |
| |
| |
| — |
| | ||||
Excise tax payable attributable to redemption of common stock |
| — |
| — |
| ( |
| — |
| ( | ||||
Accretion of common stock subject to redemption value |
| — |
| — |
| — |
| ( |
| ( | ||||
Net loss |
| — |
| — |
| — |
| ( |
| ( | ||||
Balance – December 31, 2023 |
| | $ | | $ | | $ | ( | $ | ( |
The accompanying notes are an integral part of the consolidated financial statements.
F-5
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended | ||||||
December 31, | ||||||
| 2023 |
| 2022 | |||
Cash Flows from Operating Activities: | ||||||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
|
| ||||
Interest earned on investments held in Trust Account |
| ( |
| ( | ||
Initial loss on and change in fair value of ELOC | | — | ||||
Initial gain on fair value of Additional Bridge Note | ( | — | ||||
Change in fair value of Exchange Note | | — | ||||
Change in fair value of Additional Bridge Note | | — | ||||
Change in fair value of Bridge Note – Bifurcated Derivative | ( | | ||||
Change in fair value of Extension Note – Bifurcated Derivative | ( | — | ||||
Change in fair value of PIPE Forward Contract Derivative | ( | | ||||
Changes in operating assets and liabilities: | ||||||
Prepaid and other current assets |
| — |
| | ||
Accounts payable and accrued expenses |
| |
| | ||
Default interest on Bridge Note |
| |
| — | ||
Accrued interest – Bridge Note | | | ||||
Accrued interest – Additional Bridge Note | | — | ||||
Accrued interest – M2B Note | | — | ||||
Accrued interest – Extension Note | | — | ||||
Income taxes payable | — | | ||||
Net cash used in operating activities |
| ( |
| ( | ||
Cash Flows from Investing Activities: |
|
| ||||
Investment of cash into Trust Account |
| ( |
| ( | ||
Cash withdrawn from Trust Account to pay franchise and income taxes | | | ||||
Cash withdrawn from Trust Account in connection with redemption | | — | ||||
Net cash provided by investing activities |
| |
| | ||
Cash Flows from Financing Activities: |
|
| ||||
Advances from related party |
| |
| — | ||
Repayment of advances from related party | ( | — | ||||
Proceeds from Bridge Note | | | ||||
Proceeds from M2B Note | | — | ||||
Payment of Financing Cost in Bridge Note | — | ( | ||||
Proceeds from promissory note – related party |
| |
| | ||
Proceeds from promissory note |
| |
| — | ||
Redemption of common stock | ( | ( | ||||
Net cash used in financing activities |
| ( |
| ( | ||
Net Change in Cash |
| ( |
| ( | ||
Cash – Beginning of year |
| |
| | ||
Cash – End of year | $ | | $ | | ||
Non-cash investing and financing activities: |
|
| ||||
Common stock issued for legal settlement | $ | | $ | | ||
Financing costs included in Extension Note | $ | | $ | — | ||
Warrants issued as financing cost in Extension Note | $ | | $ | | ||
Bridge Promissory note, net of discount – settled with Exchange Note | $ | | $ | — | ||
Bridge Note – Embedded Derivative – settled with Exchange Note | $ | | $ | — | ||
Excise tax attributable to redemption of common stock | $ | | $ | — | ||
Common stock issued as financing cost in Extension Note | $ | | $ | — |
The accompanying notes are an integral part of the consolidated financial statements.
F-6
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Digital Health Acquisition Corp. (the “Company” or “DHAC”) is a blank check company incorporated as a Delaware corporation on March 30, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with
On June 9, 2022, DHAC Merger Sub I, Inc. (“Merger Sub I”), a Delaware corporation and a wholly owned subsidiary of the Company, was formed. On June 9, 2022, DHAC Merger Sub II, Inc. (“Merger Sub II”), a Texas corporation and a wholly owned subsidiary of the Company, was formed.
As of December 31, 2023, the Company had not commenced any significant operations. All activity for the period from inception, the date which operations commenced, through December 31, 2023 relates to the Company’s formation, the Company’s Initial Public Offering (as defined below), and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below).
The registration statement for the Company’s Initial Public Offering was declared effective on November 3, 2021. On November 8, 2021, the Company consummated the Initial Public Offering of
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of
Transaction costs amounted to $
Following the closing of the Initial Public Offering on November 8, 2021, an amount of $
On October 20, 2022, stockholders of DHAC approved a proposal to amend DHAC’s amended and restated certificate of incorporation to (a) extend the date by which DHAC has to consummate a Business Combination (the “Extension”) for an additional
F-7
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
On September 8, 2023, DHAC held a Special Meeting and the stockholders approved an amendment of the Company’s amended and restated certificate of incorporation (as amended from time to time, the “Charter”) to expand the methods that the Company may employ to not become subject to the “penny stock” rules of the U.S. Securities and Exchange Commission (“SEC”). On September 8, 2023, DHAC filed such amendment, which provided that DHAC would be able to consummate the Business Combination even if as a result of the transactions the combined company does not have net tangible assets of at least $
On November 6, 2023, DHAC held its 2023 annual stockholders meeting (“2023 Annual Meeting”). At the 2023 Annual Meeting, the stockholders of DHAC approved amendments to DHAC’s Charter to extend the date by which the Company must consummate a Business Combination (as defined in the Charter) up to
Furthermore, at the 2023 Annual Meeting, the stockholders of DHAC also approved an amendment to DHAC’s investment management trust agreement (the “Trust Agreement”), dated as of November 3, 2021 and as amended on October 26, 2022, by and between the Company and Continental Stock Transfer & Trust Company, which allows the Company to extend the business combination period from November 8, 2023 to up to
In connection with the 2023 Annual Meeting and amendments to DHAC’s Charter and Trust Agreement,
The Company’s Business Combination must be with
The Company will provide the Company’s public stockholders with the opportunity to redeem all or a portion of their common shares in connection with the initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction
F-8
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
would require the Company to seek stockholder approval under applicable law or stock exchange listing requirement. The public stockholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of
business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations.If the Company is unable to complete its initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
The Sponsor, along with certain advisors, officers and directors, has entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares (as defined in Note 5) and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem
The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $
On June 15, 2022, DHAC entered into the original Business Combination Agreement, by and among DHAC, DHAC Merger Sub I, Inc. (“Merger Sub I”), DHAC Merger Sub II, Inc. (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”). On August 9, 2022, DHAC, Merger Sub I, Merger Sub II, VSee and iDoc entered into the First Amended and Restated Business Combination Agreement to provide for the concurrent execution of financing documents for a PIPE financing consisting of convertible notes and warrants and delivery of the Cassel Salpeter’s opinion to the Board. On October 6, 2022, DHAC, Merger Sub I, Merger Sub II, VSee and iDoc
F-9
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
entered into a Second Amended and Restated Business Combination Agreement to make the consideration payable to VSee and iDoc stockholders
Pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, Merger Sub I will merge with and into VSee (the “VSee Merger”), with VSee surviving the VSee Merger as a wholly owned subsidiary of DHAC, and Merger Sub II will merge with and into iDoc (the “iDoc Merger” and, together with the VSee Merger, the “Mergers”), with iDoc surviving the iDoc Merger as a wholly owned subsidiary of DHAC. At the effective time of the Mergers (the “Effective Time”), DHAC will change its name to VSee Health, Inc.
NASDAQ Trading Status
On March 31, 2023, DHAC received a letter from the staff (the “Staff”) at The Nasdaq Global Market (“Nasdaq Global”) notifying DHAC that for the
On May 23, 2023, DHAC received a second letter from the Staff notifying DHAC that for the prior
On September 28, 2023, DHAC received a third letter from the Staff notifying DHAC that the Staff had determined to delist DHAC’s Securities because it had not regained compliance with the MVLS standard. Pursuant to the third letter, on October 4, 2023, DHAC requested a hearing (the “Hearing”) to appeal this determination and also applied to transfer the listing of its Securities from Nasdaq Global to the Nasdaq Capital Market (“NasdaqCM”).
On October 9, 2023, DHAC received a fourth letter from the Staff notifying DHAC that it’s not meeting the 400 total shareholders requirement under the Nasdaq Listing Rule 5450(a)(2) served as an additional basis for delisting DHAC’s Securities from Nasdaq Global.
On October 26, 2023, the Nasdaq Listing Qualifications Department of the Nasdaq Stock Market notified DHAC in writing (the “Notice”) that its application to transfer the listing of its Securities to NasdaqCM had been approved. DHAC’s Securities were transferred to the NasdaqCM at the opening of business on October 30, 2023. On November 1, 2023, DHAC received a letter from the Nasdaq Global Hearing panel that due to DHAC’s transfer of its listed Securities to NasdaqCM, the Hearing on November 30, 2023 regarding non-compliance with the Nasdaq Global listing standards had been cancelled.
As of October 30, 2023, DHAC’s Securities are listed and traded on The Nasdaq Stock Market on NasdaqCM and will continue to be listed and traded on NasdaqCM.
F-10
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Liquidity and Going Concern
The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may but are not obligated to loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company directors to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the consolidated financial statements were issued.
As of December 31, 2023, the Company had a cash balance of $
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
F-11
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
Offering Costs
Offering costs consisted of legal, accounting, and other expenses incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrants were allocated to equity. Offering costs allocated to the common stock issued were initially charged to temporary equity.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. The most significant accounting estimates were the assumptions used to fair value the PIPE Forward Contract, the Extension Note Bifurcated Derivative, the Bridge Note Bifurcated Derivative, the Additional Bridge Note and the Exchange Note (each term as defined below). Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did
Investments Held in Trust Account
At December 31, 2023 and 2022, the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities.
Common Stock Subject to Possible Redemption
The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, common stock is classified as stockholders’ deficit. The Company’s common stock sold in the Initial Public Offering features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s consolidated balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital and accumulated deficit.
F-12
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
At December 31, 2023 and 2022, the common stock subject to possible redemption reflected in the consolidated balance sheets is reconciled in the following table:
Gross proceeds |
| $ | |
Less: |
|
| |
Proceeds allocated to public warrants |
| ( | |
Common stock issuance costs |
| ( | |
Plus: |
|
| |
Accretion of carrying value to redemption value |
| | |
Common stock subject to possible redemption, December 31, 2021 | | ||
Plus: | |||
Accretion of carrying value to redemption value | | ||
Less: | |||
Redemptions | ( | ||
Common stock subject to possible redemption, December 31, 2022 | | ||
Plus: | |||
Accretion of carrying value to redemption value | | ||
Less: | |||
Redemptions | ( | ||
Common stock subject to possible redemption, December 31, 2023 | $ | |
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed consolidated financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740-270-25-2 requires that an annual effective tax rate be determined, and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. As of December 31, 2023 and 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it.
ASC 740-270-25-2 requires that an annual effective tax rate be determined and such annual effective rate applied to year to date income in interim periods under ASC 740-270-30-5. The Company’s effective tax rate was
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
F-13
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
Net Loss per Common Stock
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common stock is computed by dividing net loss by the weighted average number of common stocks outstanding for the period. Accretion associated with the redeemable shares of common stock is excluded from net loss per common stock as the redemption value approximates fair value.
The calculation of diluted loss per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement (iii) the Bridge Notes and the Extension Note because the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive. The warrants are exercisable to purchase
The following table reflects the calculation of basic and diluted net loss per common stock (in dollars, except per share amounts):
For the years ended December 31, | ||||||
| 2023 |
| 2022 | |||
| Common Stock |
| Common Stock | |||
Basic and diluted net loss per of common stock |
|
|
|
| ||
Numerator: |
|
|
|
| ||
Allocation of net loss | $ | ( | $ | ( | ||
Denominator: |
|
|
|
| ||
Basic and diluted weighted average common shares outstanding |
|
| | |||
Basic and diluted net loss per common share | $ | $ | ( |
Concentration of Credit Risk
The Company has significant cash balances at a financial institutions which throughout the year regularly exceeded the federally insured limited of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Warrant Instruments
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company has analyzed the Public Warrants, Private Warrants, Bridge Warrants and the Extension Warrants 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.
F-14
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
Financial Instruments
The Company evaluates its financial instruments to determine if such instruments should be accounted for as a liability under ASC 480 or if they are derivatives or contain features that qualify as bifurcated derivatives in accordance with ASC 815.
Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the PIPE financing agreement is a derivative instrument, the Bridge Notes and the Extension Note’s early redemption provisions are embedded feature that are required to be bifurcated as a derivative. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of debt into its debt and bifurcated derivative components. The Company applies this guidance to allocate the Bridge Notes and the Extension Note proceeds between the Bridge Notes and the Extension Note, respectively, and the respective bifurcated derivative, using the residual method by allocating the principal first to fair value of the bifurcated derivative and then to the debt.
The Exchange Note and the Additional Bridge Note 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 Exchange Note and the Additional Bridge Note are required to be accounted for as a liability under ASC 480. As required under ASC 480, the liabilities will be re-measured at fair value at each reporting period with the changes in the fair value of the liabilities recognized in earnings.
Fair Value Measurement
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. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. 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). These tiers include:
● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Recent Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its consolidated financial statements.
F-15
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09.
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.
The Company held a meeting on November 6, 2023 to vote on a proposal to amend the Charter to extend the date by which the Company must consummate a Business Combination or, if it fails to do so, cease its operations and redeem or repurchase
NOTE 3. INITIAL PUBLIC OFFERING
In the “Initial Public Offering,” the Company sold
F-16
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased
The Sponsor, advisors, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
On June 7, 2021, the Sponsor, along with certain of the Company’s directors, officers and advisors purchased
Sponsor Note Payable
On June 7, 2021, the Sponsor agreed to loan the Company up to $
Advances from Related Party
As of November 8, 2021, the Sponsor paid for $
The Company owes the Sponsor $
F-17
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
Working Capital Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans, but
Promissory Note Related Party
On October 24, 2022, the Company issued an unsecured promissory note in the aggregate principal amount of $
On February 2, 2023, SCS Capital Partners LLC, a Sponsor affiliate and a stockholder who currently holds more than 5% shares in the Company, issued a $
Promissory Note — M2B
On October 4, 2023, the Company issued a promissory note in the aggregate principal amount of $
As of December 31, 2023, the M2B Note net of unamortized debt discount was $
Post-Business Combination Financing Transactions
Bridge Financing
In connection with the execution of the Second Business Combination Agreement, DHAC, along with VSee and iDoc, the target companies in the Business Combination, entered into a securities purchase agreement with the Bridge Investor, who is also an investor in the Sponsor, pursuant to which DHAC, VSee and iDoc each issued and sold to such investor
F-18
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
share of DHAC common stock at an initial exercise price of $
As a result of the default, on November 21, 2023, DHAC, VSee and iDoc entered into an exchange agreement (the “Exchange Agreement”) with the Bridge Investor, pursuant to which the amounts currently due and owing under (i) the DHAC Bridge Note, (ii) the VSee Bridge Note other than $
On November 21, 2023, DHAC, VSee and iDoc entered into a letter agreement, pursuant to which the Bridge Investor agreed to purchase additional
Loan Conversions
On November 21, 2023, DHAC, VSee, and/or iDoc, as applicable, entered into Securities Purchase Agreements (the “Conversion SPAs”) with various lenders of each of DHAC, VSee and iDoc, pursuant to which certain indebtedness owed by DHAC, VSee and iDoc will be converted into Series A Preferred Stock of DHAC at the closing of the Business Combination.
On November 21, 2023, DHAC and VSee entered into a Conversion SPA with Whacky — a Sponsor Affiliate, pursuant to which certain loans incurred by VSee to Whacky in the aggregate amount of $
On November 21, 2023, DHAC and iDoc, entered into a Conversion SPA with Mark E. Munro Charitable Remainder Unitrust (“Munro Trust”) — a Sponsor Affiliate, pursuant to which certain loans incurred by iDoc to Munro Trust in the aggregate amount of $
On November 21, 2023, DHAC and VSee, entered into a Conversion SPA with the Bridge Investor who is also an investor in the Sponsor, which Conversion SPA was amended and restated on February 13, 2024 (as further described under Note 11 — Subsequent Events), pursuant to which certain loans incurred by VSee to the Bridge Investor in the aggregate amount of $
On November 21, 2023, DHAC and iDoc, entered into a Conversion SPA with Tidewater — a Sponsor Affiliate, which Conversion SPA was amended and restated on February 13, 2024 (as further described under Note 11 — Subsequent Events), pursuant to which certain loans incurred by iDoc to Tidewater in the aggregate amount of $
On November 21, 2023, DHAC and iDoc, entered into a Conversion SPA with the Bridge Investor who is also an investor in the Sponsor, which Conversion SPA was amended and restated on February 13, 2024 (as further described under Note 11 — Subsequent Events), pursuant to which certain loans incurred by iDoc to the Bridge Investor in the aggregate amount of $
F-19
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
Quantum Financing Securities Purchase Agreement
On November 21, 2023, DHAC entered into the Quantum Purchase Agreement, pursuant to which the Quantum Investor subscribed for and will purchase, and DHAC will issue and sell to the Quantum Investor, at the Closing, a
Equity Financing
On November 21, 2023, DHAC entered into the Equity Purchase Agreement with an affiliate of the Bridge Investor pursuant to which DHAC may sell and issue to the investor, and the investor is obligated to purchase from DHAC, up to $
Administrative Services Agreement
The Company agreed, commencing on November 3, 2021, to pay an affiliate of the Sponsor a total of $
The Company will reimburse its officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on the Company’s behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by the Company; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the Trust Account and the interest income earned on the amounts held in the Trust Account, such expenses would not be reimbursed by the Company unless the Company consummates an initial business combination. The audit committee will review and approve all reimbursements and payments made to any initial stockholder or member of the management team, or the Company’s or their respective affiliates, and any reimbursements and payments made to members of the audit committee will be reviewed and approved by the Board of Directors, with any interested director abstaining from such review and approval.
No compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, will be paid to any of the initial stockholders, officers or directors who owned the shares of common stock prior to this offering, or to any of their respective affiliates, prior to or with respect to the Business Combination (regardless of the type of transaction that it is).
All ongoing and future transactions between the Company and any of its officers and directors or their respective affiliates will be on terms believed by the Company to be no less favorable to the Company than are available from unaffiliated third parties. Such transactions, including the payment of any compensation, will require prior approval by a majority of the Company’s uninterested “independent” directors (to the extent the Company has any) or the members of the board who do not have an interest in the transaction, in either case who had access, at the Company’s expense, to the Company’s attorneys or independent legal counsel. The Company will not enter into any such transaction unless the Company’s disinterested “independent” directors (or, if there are no “independent” directors, the Company’s disinterested directors) determine that the terms of such transaction are no less favorable to the Company than those that would be available to the Company with respect to such a transaction from unaffiliated third parties.
F-20
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
NOTE 6. COMMITMENTS
Initial Public Offering Registration and Stockholders’ Rights
Pursuant to a registration rights agreement entered into on November 3, 2021, the holders of the (i) founder shares, which were issued in a private placement prior to the closing of the Initial Public Offering and (ii) private placement units (including all underlying securities), issued in a private placement simultaneously with the closing of the Initial Public Offering have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. These holders are entitled to make up to
Underwriters’ Agreement
The Representative is entitled to a deferred underwriting commission of
The Company executed a Securities Purchase Agreement (the “A.G.P. Securities Purchase Agreement”) dated November 3, 2022 with A.G.P., which was amended on November 21, 2023, whereby A.G.P. subscribed for and will purchase, and DHAC will issue and sell, at the closing of the Business Combination,
The Business Combination Agreement
On June 15, 2022, Digital Health Acquisition Corp (“DHAC”) entered into the Business Combination Agreement, with Merger Sub I, Merger Sub II, VSee and iDoc. On August 9, 2022, DHAC, Merger Sub I, Merger Sub II, VSee and iDoc entered into the First Amended and Restated Business Combination Agreement to provide for the concurrent execution of financing documents for a PIPE consisting of convertible notes and warrants and delivery of the Cassel Salpeter’s opinion to the Board. On October 6, 2022, DHAC, Merger Sub I, Merger Sub II, VSee and iDoc entered into a Second Amended and Restated Business Combination Agreement to make the consideration payable to VSee and iDoc stockholders
Pursuant to the terms of the Business Combination Agreement, a business combination by and among DHAC, VSee and iDoc will be effected through the merger of Merger Sub I with and into VSee, with VSee surviving the Merger as a wholly owned subsidiary of DHAC and the merger of Merger Sub II with and into iDoc, with iDoc surviving the Merger as a wholly owned subsidiary of DHAC. The Board of Directors of DHAC (the “Board”) has (i) approved and declared advisable the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby and (ii) resolved to recommend approval of the Business Combination Agreement and related matters by the stockholders of DHAC.
F-21
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
The Merger Consideration
The Business Combination combined equity value of VSee and iDoc is $
● | VSee Merger Consideration |
The aggregate merger consideration that the holders of VSee Class A Common Stock (including the holders of VSee Preferred Stock as converted and holders of VSee Class A Common Stock in connection with the TAD Exchange) as of the Effective Time are entitled to receive in the Business Combination, referred to as the “VSee Class A Consideration,” is an amount equal to (1) $
● | iDoc Merger Consideration |
The aggregate merger consideration that the holders of iDoc Class A Common Stock as of the Effective Time are entitled to receive in the Business Combination, referred to as the “iDoc Class A Closing Consideration,” is an amount equal to (1) $
Conditions to Closing
The obligations of DHAC, VSee and iDoc to consummate the Business Combination are subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the approval of DHAC’s shareholders, (iii) the approval of VSee’s stockholders, (iv) the approval of iDoc’s stockholders, and (v) the delivery of applicable closing deliverables.
In addition, the obligations of VSee and iDoc to consummate the Business Combination are subject to the fulfillment of other closing conditions, including, but not limited to, (i) the approval by the Nasdaq Capital Market of DHAC’s listing application in connection with the Business Combination and (ii) the DHAC board of directors consisting of the number of directors, and comprising the individuals, as contemplated by the Business Combination Agreement.
Third Amended and Restated Transaction Support Agreement
On November 21, 2023, the parties to the Business Combination Agreement entered into the Third Amended and Restated Business Combination Agreement, pursuant to which the Second A&R Business Combination Agreement was amended and restated
F-22
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
to provide for, among other things, the concurrent execution of the other agreements and transactions described as below. The transactions contemplated by the Business Combination Agreement are referred to as the “Business Combination” and the closing and closing date of the Business Combination are referred to as the “Closing” and the “Closing Date,” respectively.
In connection with the execution of the Business Combination Agreement, DHAC, Milton Chen, the Executive Vice Chairman of VSee, Dr. Imoigele Aisiku, the Executive Chairman of the Board of Directors of iDoc, and certain other stockholders of VSee and iDoc (collectively, the “Supporting Stockholders”) entered into a Third Amended and Restated Transaction Support Agreement, dated as of November 21, 2023 (the “Transaction Support Agreement”) which amended and restated the Second Amended and Restated Transaction Support Agreement executed on October 6, 2022, pursuant to which the Supporting Stockholders have agreed to, among other things, (i) support and vote in favor of the Business Combination Agreement and the Business Combination at DHAC’s stockholder meeting; (ii) not affect any sale or distribution of any shares of capital stock of DHAC, VSee, or iDoc; and (iii) take or cause to be done such further acts and things as may be reasonably necessary or advisable to cause the parties to fulfill their respective obligations under the Business Combination Agreement and consummate the Business Combination.
VSee Health, Inc. Incentive Plan
DHAC has agreed to approve and adopt the VSee Health, Inc. 2024 Equity Incentive Plan (the “Incentive Plan”) to be effective as of one day prior to the closing Business Combination and in a form mutually acceptable to DHAC, VSee and iDoc. The Incentive Plan shall provide for an initial aggregate share reserve equal to
PIPE Securities Purchase Agreement
In connection with the execution of the Business Combination Agreement, DHAC executed an Amended and Restated Securities Purchase Agreement (as amended, the “PIPE Securities Purchase Agreement” or “PIPE Forward Contract”) dated October 6, 2022 with certain PIPE Investors whereby the PIPE Investors subscribed for and will purchase, and DHAC will issue and sell, (i)
The PIPE Securities Purchase Agreement also provides that at any time after the date of the PIPE Securities Purchase Agreement and including (x) with respect to the PIPE Investors’ right to purchase Additional Offering Securities further to an Additional Offering (as each term is defined below) the earlier to occur of (I) the first anniversary of the date of the PIPE Securities Purchase Agreement and (II) the date of the consummation of one or more Subsequent Placements (as defined in the PIPE Securities Purchase Agreement) with the PIPE Investors on terms identical to the PIPE Securities Purchase Agreement and the other PIPE Financing documents in all material respects with an aggregate purchase price of at least $
The Aggregate Closing PIPE Proceeds will be a part of the aggregate cash proceeds available for release to DHAC, Merger Sub I, and Merger Sub II in connection with the transactions contemplated by the Business Combination Agreement. The PIPE Warrants are exercisable into shares of DHAC Common Stock at a price of $
F-23
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
The Company reviewed the PIPE Securities Purchase Agreement’s underlying securities under ASC 480 and ASC 815 and concluded that Series Preferred A Stock includes a contingent redemption that would require temporary equity treatment at issuance and the warrants do not have any elements that would preclude them from equity treatment and therefore are not subject to the derivative guidance under ASC 815. However, under ASC 480-10-55-33, a forward contract that permits the holder to purchase redeemable shares (the Series A Preferred Stock) is a liability pursuant to ASC 480 because (1) the forward contract itself is indexed to an underlying share (i.e., the option’s value varies with the fair value of the share) that embodies the issuer’s obligation to repurchase the share and (2) the issuer has a conditional obligation to transfer assets if the shares are put back. Accordingly, the Company determined the fair value of the PIPE Forward Contract and noted the value at the October 6, 2022, the executed date of agreement was zero. As of December 31, 2023, the value of the PIPE Forward Contract was $
On April 11, 2023 but effective March 31, 2023, the Company entered into an amendment to the PIPE Securities Purchase Agreement to, among other things, (a) amend and restate the form of Certificate of Designation of the Series A Preferred Stock to provide the aggregate number of shares of Series A Preferred Stock issuable thereunder shall not exceed
In connection with the closing of the transactions contemplated by the PIPE Securities Purchase Agreement, DHAC and the PIPE Investors will enter into the registration rights agreement (the “PIPE Registration Rights Agreement”). The PIPE Registration Rights Agreement provides the PIPE Investors with customary registration rights with respect to the shares of Common Stock underlying the PIPE Shares and PIPE Warrants issued to the PIPE Investors.
Pursuant to the PIPE Securities Purchase Agreement, certain of DHAC’s stockholders agreed to enter into a lock-up agreement (the “PIPE Lock-Up Agreement”) with DHAC. Under the PIPE Lock-Up Agreement, the PIPE Lock-Up Period means the period beginning on the date of the Lock-Up Agreement and ending on the earliest of (i)
On July 11, 2023, each of the PIPE Investors provided notice to the Company that since the Outside Date Closing Condition was not met, the PIPE Investors were under no obligation to close the PIPE Financing.
Backstop Agreement
On January 18, 2023, DHAC and the Sponsor entered into a Backstop Agreement (the “Backstop Agreement”) pursuant to which DHAC agreed to offer on or prior to the closing of the Business Combination the PIPE Investors the option to purchase up to an additional
On April 11, 2023 but effective March 31, 2023, the Sponsor and DHAC entered into an amendment to the Backstop Agreement to increase the Additional PIPE Shares that may be purchased pursuant to the Backstop Agreement from
F-24
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
Preferred Stock to
Pursuant to the PIPE Securities Purchase Agreement and the Backstop Agreement, each as amended, any purchaser of Additional PIPE Securities will enter into a lock-up agreement with the Company.
On July 11, 2023, each of the PIPE Investors provided notice to the Company that since the Outside Date Closing Condition was not met, the PIPE Investors were under no obligation to close the PIPE Financing, and, as such the Backstop Agreement is terminated as of July 11, 2023.
Bridge Financing and Bifurcated Derivative
On October 6, 2022, in connection with the execution of the Business Combination Agreement, DHAC, VSee and iDoc entered into a Securities Purchase Agreement (the “Original Bridge SPA”) with an accredited investor (the “Bridge Investor”) who is also an investor in the Sponsor, pursuant to which DHAC, VSee and iDoc each issued and sold to such Bridge Investor
The Company reviewed the warrants and common stock issued in connection with the securities purchase agreement under ASC 815 and concluded that the Bridge Warrants are not in scope of ASC 480 and are not subject to the Derivative guidance under ASC 815. The Bridge Warrants and the Bridge Shares should be recorded as equity. As such the principal value of the Bridge Notes was allocated using the relative fair value basis of all
The Company reviewed the contingent early repayment option granted in the Bridge Notes 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 Bridge Notes proceeds between the Bridge Notes 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 issuance was $
DHAC as a result received cash proceeds of $
The Company recognized a total Bridge Note interest expense of $
F-25
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
provides that the Company will file a registration statement to register the shares of Common Stock underlying the Bridge Warrants and the Bridge Shares.
On October 4, 2023, the Company defaulted on the Bridge Notes, and accordingly, the default provision was allocated and applied resulting in the triggering of
The Bridge Investor, beneficially owns and holds (i) a promissory note of DHAC in the principal amount (including the original issue discount of $
Exchange Note Exchange Financing
Pursuant to the Exchange Agreement, the Bridge Investor agreed to exchange all amounts currently due and owing under (i) the DHAC Note, (ii) the VSee Note other than the principal amount of $
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), the Exchange 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
The Exchange Note represents 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 Exchange Note is 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.
At November 21, 2023, the Exchange Note was recognized at fair value of $
F-26
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
Additional Bridge Financing
On November 21, 2023, DHAC entered into an amendment to the Original Bridge SPA (the “Bridge Amendment”), pursuant to which the Bridge Investor agreed to purchase additional
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), the 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
The Additional Bridge Note represents 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 Senior Secured Convertible Promissory Note is 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.
At November 21, 2023, $
Extension Note (Extension Financing) and Bifurcated Derivative
On May 5, 2023, the Company 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
VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”), guaranteed the Company’s obligations under the Extension Purchase Agreement, the Extension Note and the other transaction documents (the “May 2023 Financing Documents”) pursuant to a Subsidiary Guaranty dated May 5, 2023. The Company’s, VSee’s and iDoc’s obligations to the Holder under the May 2023 Financing Documents are subordinated to the Company’s, VSee’s and iDoc’s obligations to its existing bridge lender.
F-27
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
In connection with the Extension Purchase Agreement, the Company issued to the Holder (i) warrants with an exercise period of
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).
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 issuance was
and the residual value of was allocated to the principal balance of the note (see Note 10 — Fair Value Measurements for additional disclosure on the derivative).DHAC as a result received cash proceeds of $
As of December 31, 2023, the Extension Note net of unamortized debt discount was $
Quantum Financing Securities 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 will purchase, and DHAC will issue and sell to the Quantum Investor, at the Closing, a
F-28
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
default occurs, the Quantum Note would bear interest at a rate of
Concurrently with the consummation of the transactions contemplated by the Quantum Purchase Agreement, DHAC will enter into a Registration Rights Agreement in a form under the Quantum Purchase Agreement, pursuant to which it agreed to register the shares of Common Stock underlying the Quantum Note (the “Quantum Registration Rights Agreement”).
As of December 31, 2023, the Quantum Purchase Agreement has not yet been funded and is expected to be funded at the closing of the business combination. The Quantum Note represents 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 Quantum Note will be required to be accounted for as a liability under ASC 480 upon funding of the note. 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.
Equity Financing
On November 21, 2023, DHAC entered into an equity purchase agreement (the “Equity 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 $
The Company has analyzed the Equity 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 likelihood of exercising this contract is low as 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). Furthermore, the choice to exercise the contract is solely at the discretion of the Company (i.e., does not obligate the Company in any manner), which, as stated above, is unlikely. Additionally, the contract does not impose a fee or fine if the Company chooses not to exercise the contract, as such that the fair value of the equity contract is considered de minimis.
NOTE 7. STOCKHOLDERS’ DEFICIT
Common Stock
The Company is authorized to issue
F-29
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
Bridge Investor. In February 2023,
Pursuant to the amended and restated certificate of incorporation, if the Company does not consummate its initial business combination within
The stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that public stockholders have the right to sell their shares to the Company in any tender offer or have their shares of common stock converted to cash equal to their pro rata share of the Trust Account if they vote on the proposed business combination and the business combination is completed.
If the Company holds a stockholder vote to amend any provisions of the certificate of incorporation relating to stockholders’ rights or pre-business combination activity (including the substance or timing within which it has to complete a business combination), it will provide its public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. In either of such events, converting stockholders would be paid their pro rata portion of the Trust Account promptly following consummation of the business combination or the approval of the amendment to the certificate of incorporation. If the business combination is not consummated or the amendment is not approved, stockholders will not be paid such amounts.
NOTE 8. WARRANTS
Initial Public Offering Warrants
There are
However,
F-30
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
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
The Private Placement Warrants is 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.
F-31
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
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 $
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
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 |
F-32
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
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 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, |
F-33
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
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.
Extension Warrants
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. |
F-34
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
(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 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.
F-35
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
NOTE 9. INCOME TAX
The Company’s net deferred tax assets were offset with a valuation allowance resulting in
The Company’s net deferred tax assets are as follows:
December 31, | ||||||
| 2023 |
| 2022 | |||
Deferred tax assets |
|
| ||||
Net operating loss carryforward | $ | | $ | ( | ||
Start-up/organization expenses |
| |
| | ||
Total deferred tax assets | |
| | |||
Valuation allowance | ( |
| ( | |||
Deferred tax assets, net of allowance | $ | — | $ | — |
The income tax provision consists of the following:
For the years ended December 31, | ||||||
| 2023 |
| 2022 | |||
Federal |
|
| ||||
Current | $ | — | $ | | ||
Deferred | ( |
| ( | |||
State |
|
|
| |||
Current | — |
| — | |||
Deferred | ( |
| ( | |||
Change in valuation allowance | |
| | |||
Income tax provision | $ | — | $ | |
As of December 31, 2023 and 2022, the Company has $
In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2023 and 2022, the change in the valuation allowance was $
F-36
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2023 and 2022 is as follows:
December 31, |
| ||||
| 2023 |
| 2022 |
| |
Statutory federal income tax rate | | % | | % | |
State taxes, net of federal tax benefit | | % | | % | |
Change in fair value of Bridge Note – bifurcated derivative | | % | ( | % | |
Change in fair value of PIPE forward contract derivative | | % | ( | % | |
Initial fair value of ELOC | ( | % | — | ||
Initial fair value of Additional Bridge | | % | — | ||
Change in fair value of Exchange Note | ( | % | — | ||
Change in fair value of ELOC | | % | — | ||
Change in fair value of Additional Bridge Note | | % | — | ||
Change in valuation allowance | ( | % | ( | % | |
Income tax provision | | % | ( | % |
The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.
NOTE 10. FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
On December 31, 2023, assets held in the Trust Account were comprised of $
On December 31, 2022, assets held in the Trust Account were comprised of $
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis on December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. The fair value of securities held in the Trust on December 31, 2023 and, 2022 are as follows:
| Trading Securities |
| Level |
| Fair Value | ||
December 31, 2023 | Money Market Funds | 1 | $ | |
| Trading Securities |
| Level |
| Fair Value | ||
December 31, 2022 |
| Money Market Funds |
| 1 | $ | |
F-37
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
The following table presents fair value information as of December 31, 2023 and 2022 of the Company’s financial liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:
December 31, 2023 |
| Fair Value |
| (Level 1) |
| (Level 2) |
| (Level 3) | ||||
Liabilities: | ||||||||||||
Extension Note – Bifurcated Derivative | $ | | $ | — | $ | — | $ | | ||||
ELOC | $ | | $ | — | $ | — | $ | | ||||
Additional Bridge Note | $ | | $ | — | $ | — | $ | | ||||
Exchange Note | $ | | $ | — | $ | — | $ | |
December 31, 2022 |
| Fair Value |
| (Level 1) |
| (Level 2) |
| (Level 3) | ||||
Liabilities: |
|
|
|
|
|
|
|
| ||||
PIPE Forward Contract | $ | | $ | — | $ | — | $ | | ||||
Bridge Note – Bifurcated Derivative | $ | | $ | — | $ | — | $ | |
Measurement
Bridge Note Bifurcated Derivative
The Company established the initial fair value for the Bridge Note Bifurcated Derivative as of October 5, 2022, which was the date the Bridge Note was executed. On December 31, 2022, the fair value was remeasured. As such, the Company used a Probability Weighted Expected Return Method (“PWERM”) that fair values the early termination/repayment features of the debt. The PWERM is a multi-step process in which value is estimated based on the probability-weighted present value of various future outcomes. The PWERM was used to value the Bridge Note Bifurcated Derivative for the initial periods and subsequent measurement periods. As a result of the Exchange Agreement on November 21, 2023, the Bridge Note was extinguished and the Derivative no longer exists.
The Bridge Note Bifurcated Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of November 21, 2023 and December 31, 2022 due to the use of unobservable inputs. The key inputs into PWERM for the Bridge Note Bifurcated Derivative at the termination date of November 21, 2023 and as of December 31, 2022 were as follows:
| November 21, 2023 |
| December 31, 2022 |
| ||
CCC bond rates | n/a | % | ||||
Risk-free interest rate | % | n/a | ||||
Stock price | $ | n/a | ||||
Volatility | % | n/a | ||||
Weighted term | n/a | |||||
Probability of early termination/repayment – business combination not completed |
| — | % | | % | |
Probability of early termination/repayment – business combination completed, or PIPE completed |
| — | % | | % | |
Probability of completing a business combination by March 31, 2023 |
| — | % | | % | |
Probability of completing a business combination by June 30, 2023 |
| — | % | | % |
Extension Note Bifurcated Derivative
The Company established the initial fair value for the Extension Note Bifurcated Derivative as of May 5, 2023, which was the date the Extension Note was executed. On December 31, 2023, 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.
F-38
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
The Extension Note Bifurcated Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of May 5, 2023 and December 31, 2023 due to the use of unobservable inputs. The key inputs into the DCF model for the Extension Note Bifurcated Derivative were as follows at May 5, 2023, initial value, and at December 31, 2023:
| December 31, 2023 |
| May 5, 2023 |
| |
Risk-free interest rate | — | % | % | ||
CCC bond rates | % | % | |||
Expected term (years) |
| |
| | |
Probability of completing a business combination by August 30, 2023 |
| — | % | | % |
Probability of completing a business combination by September 30, 2023 |
| — | % | | % |
Probability of completing a business combination by December 31, 2023 |
| — | % | — | % |
Probability of completing a business combination by March 31, 2024 |
| | % | — | % |
PIPE Forward Contract
The Company established the initial fair value for the PIPE Forward Contract as of October 6, 2022, which was the date of the PIPE Securities Purchase Agreement was executed. On December 31, 2022, the fair value was remeasured. As such, the Company utilizing a PWERM. The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes to value the PIPE Forward Contract for the initial periods and subsequent measurement periods. On July 11, 2023, each of the PIPE Investors provided notice to the Company that since the Outside Date Closing Condition was not met, the PIPE Investors were under no obligation to close the PIPE Financing. As a result, the forward contract is terminated and derecognized as of July 11, 2023.
The PIPE Forward Contract was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of December 31, 2022 due to the use of unobservable inputs. As a result of the termination of the PIPE Forward Contract on July 11, 2023, the PIPE Forward Contract was derecognized. The key inputs into the PWERM for the PIPE Forward Contract were as follows at June 30, 2023 (as there were no significant transactions or events related to the close of the business combination that would effect the valuation between June 30, 2023 and July 11, 2023, the date the contract was terminated) and December 31, 2022:
| June 30, 2023 | December 31, 2022 |
| October 6, 2022 |
| ||
Risk-free interest rate |
| | % | | % | | % |
Expected term (years) |
| | |
| | ||
Probability of completing a business combination |
| | % | | % | | % |
Additional Bridge Note
The Company established the initial fair value for the Additional Bridge as of November 21, 2023, which was the date the initial Additional Bridge Note was executed. On December 31, 2023, the fair value was remeasured. As such, the Company used a Monte Carlo model (“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.
F-39
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
The Additional Bridge Note was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of November 21, 2023 and December 31, 2023 due to the use of unobservable inputs. The key inputs into the MCM model for the Additional Bridge Note were as follows at November 21, 2023, initial value, and at December 31, 2023:
| December 31, 2023 |
| November 21, 2023 |
| |||
Risk-free interest rate | % | % | |||||
Expected term (years) | |||||||
Volatility | % | % | |||||
Stock price | $ | $ | |||||
Debt discount rate | | % | | % | |||
Probability of early termination/repayment – business combination not completed | % | % | |||||
Probability of completing a business combination by March 31, 2024 |
| | % | | % |
Exchange Note
The Company established the initial fair value for the Exchange Note as of November 21, 2023, which was the date the Exchange Note was executed. On December 31, 2023, 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 Exchange Note was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of November 21, 2023 and December 31, 2023 due to the use of unobservable inputs. The key inputs into the MCM model for the Exchange Note were as follows at November 21, 2023, initial value, and at December 31, 2023:
| December 31, 2023 |
| November 21, 2023 |
| |||
Risk-free interest rate | % | % | |||||
Expected term (years) |
| ||||||
Volatility | % | % | |||||
Stock price | $ | $ | |||||
Debt discount rate | % | % | |||||
Probability of completing a business combination by March 31, 2024 |
| | % | | % |
ELOC/Equity Financing
The Company established the initial fair value for the ELOC as of November 21, 2023, which was the date the ELOC Equity Purchase Agreement was executed. On December 31, 2023, 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 ELOC for the initial periods and subsequent measurement periods.
The ELOC was classified within Level 3 of the fair value hierarchy at the initial measurement dates and as of November 21, 2023 and December 31, 2023 due to the use of unobservable inputs. The key inputs into the MCM model for the ELOC were as follows at November 21, 2023, initial value, and at December 31, 2023:
| December 31, 2023 |
| November 21, 2023 |
| |||
Risk-free interest rate |
| | % | | % | ||
Expected term (years) |
| |
| |
| ||
Volatility | | % | | % | |||
Stock price | $ | | $ | | |||
Probability of completing a business combination by March 31, 2024 |
| | % | | % |
F-40
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2023
Level 3 Changes in Fair Value
The change in the fair value of the Level 3 financial liabilities for the period from contract inception through December 31, 2023 and 2022 is summarized as follows:
Level 3 Changes in Fair Value of Derivatives for the year ended December 31, 2023:
|
| Bridge Note - |
| Extension Note - | |||||
Forward | Bifurcated | Bifurcated | |||||||
| Contract |
| Derivative |
| Derivative | ||||
Fair value as of December 31, 2022 | $ | | $ | | $ | — | |||
Initial value of Extension Note – Bifurcated Derivative May 5, 2023 |
| — |
| — |
| | |||
Change in valuation inputs or other assumptions | | ( | ( | ||||||
Derecognized value at termination date |
| ( |
| ( |
| — | |||
Fair value as of December 31, 2023 | $ | — | $ | — | $ | |
Level 3 Change in Fair Value of Notes for the year ended December 31, 2023:
|
| ||||||||
Exchange | Additional | ||||||||
| Note |
| Bridge Note |
| ELOC | ||||
Fair value as of January 1, 2023 | $ | — | $ | — | $ | — | |||
Initial value of Extension Note, Additional Bridge Note and ELOC November 21, 2023 |
| |
| |
| | |||
| ( |
| |
| ( | ||||
Fair value as of December 31, 2023 | $ | | $ | | $ | |
Level 3 Changes in Fair Value of Derivatives for the year ended December 31, 2022:
|
| Bridge Note - |
| Extension Note - | |||||
Forward | Bifurcated | Bifurcated | |||||||
| Contract |
| Derivative |
| Derivative | ||||
Fair value at October 5, 2022 (Initial measurement) | $ | — | $ | | $ | — | |||
Fair value at October 6, 2022 (Initial measurement) |
| — |
| — |
| — | |||
Change in valuation inputs or other assumptions |
| |
| |
| — | |||
Fair value as of December 31, 2022 | $ | | $ | | $ | — |
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
NOTE 11. 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 $
F-41
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
CONDENSED CONSOLIDATED BALANCE SHEETS
| September 30, |
| December 31, | |||
2024 | 2023 | |||||
(Unaudited) | ||||||
ASSETS |
|
|
| |||
Current assets |
|
|
|
| ||
Cash | $ | | $ | | ||
Accounts receivable, net of allowance for credit losses of $ |
| |
| | ||
| |
| — | |||
Prepaids and other current assets |
| |
| | ||
Total current assets |
| |
| | ||
| |
| — | |||
Right-of-use assets, net |
| |
| — | ||
Intangible assets, net |
| |
| — | ||
Goodwill |
| |
| — | ||
Fixed assets, net |
| |
| | ||
Total assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
|
|
|
| ||
Current liabilities |
|
|
|
| ||
Accounts payable and accrued liabilities | $ | | $ | | ||
Deferred revenue |
| |
| | ||
| |
| | |||
Operating lease liability | | — | ||||
Financing lease liability | | — | ||||
Factoring payable |
| |
| — | ||
Encompass Purchase liability |
| |
| — | ||
Income tax payable |
| |
| — | ||
SAFE Note | — | | ||||
Contingent liability |
| — |
| | ||
ELOC |
| |
| — | ||
ELOC Commitment Fee Note | | — | ||||
Additional Bridge Notes |
| |
| — | ||
Exchange Note |
| |
| — | ||
Quantum Convertible Note, related party |
| |
| — | ||
September 2024 Convertible Note | |
| — | |||
Loan payable, related party, net of discount |
| |
| | ||
Line of credit | |
| — | |||
Notes payable, net of discount |
| |
| | ||
Total current liabilities |
| |
| | ||
Notes payable, less current portion, net of discount |
| |
| — | ||
Operating lease liability, less current portion | | — | ||||
Financing lease liability, less current portion |
| |
| — | ||
Total liabilities |
| |
| | ||
Commitments, Contingencies, and Concentration Risk (Note 9) |
|
|
|
| ||
Stockholders’ equity (deficit) |
|
|
|
| ||
Preferred stock, $ |
| |
| — | ||
Common stock, $ |
| |
| | ||
Additional paid-in capital |
| |
| | ||
Accumulated deficit |
| ( |
| ( | ||
Non-controlling interest |
| — |
| ( | ||
Total stockholders’ equity (deficit) |
| |
| ( | ||
Total liabilities and stockholders’ equity (deficit) | $ | | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-42
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024, AND 2023 (UNAUDITED)
| For the Three Months Ended September 30, |
| For the Nine Months Ended September 30, | |||||||||
2024 |
| 2023 | 2024 |
| 2023 | |||||||
Revenues |
|
|
|
|
|
|
|
| ||||
Subscription fees | $ | | $ | | $ | | $ | | ||||
Professional services and other fees |
| |
| |
| |
| | ||||
Technical engineering fees |
| |
| |
| |
| | ||||
Patient fees |
| |
| — |
| |
| — | ||||
Telehealth fees |
| |
| — |
| |
| — | ||||
Institutional fees |
| |
| — |
| |
| — | ||||
Total revenues |
| |
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| |
| | ||||
Cost of goods sold |
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Gross margin |
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Operating expenses |
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Compensation and related benefits |
| |
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General and administrative |
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Goodwill impairment charges |
| |
| — |
| |
| — | ||||
Transaction expenses |
| |
| |
| |
| | ||||
Total operating expenses |
| |
| |
| |
| | ||||
Net operating loss |
| ( |
| ( |
| ( |
| ( | ||||
Other income (expense): |
|
|
|
|
|
|
|
| ||||
Interest expense |
| ( |
| ( |
| ( |
| ( | ||||
Other income (expense) | ( | — | — | | ||||||||
Change in fair value of financial instruments | | ( | | | ||||||||
Loss on issuance of financial instruments | — | — | ( | — | ||||||||
Loss on extinguishment | ( | — | ( | — | ||||||||
Total other income (expense) |
| |
| ( |
| |
| ( | ||||
Loss before benefit from income taxes |
| ( |
| ( |
| ( |
| ( | ||||
Benefit from income taxes |
| |
| |
| |
| | ||||
Net loss | ( | ( | ( | ( | ||||||||
Net profit attributable to non-controlling interest | — | | — | | ||||||||
Net loss attributable to stockholders | ( | ( | ( | ( | ||||||||
Basic and diluted loss per common share | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Weighted average number of common shares outstanding, basic and diluted |
| |
| |
| |
| |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-43
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024
Additional | Non- | Total | ||||||||||||||||||||
| Series A Preferred Stock | Common Stock | Paid-In | Accumulated | controlling | Stockholders' | ||||||||||||||||
Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Interest |
| Equity (Deficit) | ||||||||
Balance, December 31, 2023 | — | $ | — | | $ | | $ | | $ | ( | $ | ( | $ | ( | ||||||||
Net loss |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | ||||||
Non-controlling interest |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| | ||||||
Balance, March 31, 2024 |
| — | — |
| | | | ( | ( | ( | ||||||||||||
Shares issued to non-controlling interest holders in TAD to obtain |
| — |
| — |
| |
| |
| ( |
| ( |
| |
| — | ||||||
Non-controlling interest |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | ||||||
Escrow shares released from stock payable |
| — |
| — |
| |
| |
| |
| — |
| — |
| | ||||||
Shares issued as conversion of debt of VSee debt holders |
| — |
| — |
| |
| |
| |
| — |
| — |
| | ||||||
Reverse recapitalization |
| — |
| — |
| |
| |
| ( |
| — |
| — |
| ( | ||||||
Shares issued as consideration to iDoc shareholders |
| — |
| — |
| |
| |
| |
| — |
| — |
| | ||||||
Shares issued as conversion of iDoc debt as part of the consideration in the acquisition |
| — |
| — |
| |
| |
| |
| — |
| — |
| | ||||||
Preferred shares issued as conversion of iDoc debt as part of the consideration in the acquisition |
| |
| — |
| — |
| — |
| |
| — |
| — |
| | ||||||
Shares issued as conversion of VSee debt with Dominion in connection with the Exchange agreement |
| — |
| — |
| |
| |
| |
| — |
| — |
| | ||||||
Preferred shares issued as conversion of VSee debt as contemplated by the business combination transaction |
| |
| — |
| — |
| — |
| |
| — |
| — |
| | ||||||
Preferred shares issued as conversion of DHAC sponsor debt as contemplated by the business combination transaction |
| |
| — |
| — |
| — |
| |
| — |
| — |
| | ||||||
Preferred shares issued as conversion of Underwriting Fee as contemplated by the business combination transaction |
| |
| |
| — |
| — |
| |
| — |
| — |
| | ||||||
Shares issued to settled iDoc debt holders | — |
| — | | | | — |
| — |
| | |||||||||||
Stock-based compensation | — | — | — | — | | — | — | | ||||||||||||||
Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||
Balance, June 30, 2024 | | $ | | | $ | | $ | | $ | ( | $ | — | $ | | ||||||||
Shares issued upon conversion of portion of Additional Bridge Notes | — | — | | | | — | — | | ||||||||||||||
Shares issued as part of stock grants to vendors | — | — | | | | — | — | | ||||||||||||||
Shares issued upon conversion of portion of Exchange Note | — | — | | | | — | — | | ||||||||||||||
Warrants and commitment shares issued in connection with the September 2024 Note | — | — | | | ( | — | — | — | ||||||||||||||
Stock-based compensation | — | — | — | - | | — | — | | ||||||||||||||
Net loss |
| — |
| — |
| — |
| - |
| — |
| ( |
| — |
| ( | ||||||
Balance, September 30, 2024 |
| | $ | |
| | $ | | $ | | $ | ( | $ | — | $ | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-44
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023
Paid-In | Accumulated | controlling | Stockholders' | |||||||||||||||||||
| Series A Preferred Stock | Common Stock |
| Capital | Deficit |
| Interest | Equity (Deficit) | ||||||||||||||
Shares |
| Amount |
| Shares |
| Amount |
| |||||||||||||||
Balance, December 31, 2022 |
| — | $ | — | | $ | | $ | |
| $ | ( | $ | ( | $ | ( | ||||||
Net loss | — |
| — |
| — |
| — | — | ( | — |
| ( | ||||||||||
Non-controlling interest |
| — |
| — |
| — |
| — | — | — | ( |
| ( | |||||||||
Balance, March 31, 2023 |
| — | — |
| | | | ( | ( | ( | ||||||||||||
Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||
Non-controlling interest | — | — | — | — | — | — | ( | ( | ||||||||||||||
Balance, June 30, 2023 |
| — | — |
| | | | ( | ( | ( | ||||||||||||
Net loss | — | — | — | — | — | ( | — | ( | ||||||||||||||
Non-controlling interest | — | — | — | — | — | — | | | ||||||||||||||
Balance, September 30, 2023 |
| — | $ | — |
| | $ | | $ | | $ | ( | $ | ( | $ | ( | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-45
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended September 30, 2024 and 2023
| For the Nine Months Ended September 30, | |||||
2024 |
| 2023 | ||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
| ||
Goodwill impairment charges | | — | ||||
Loss on extinguishment | | — | ||||
Shares issued as part of stock grants to vendors | | — | ||||
Loss on issuance of financial instrument | | — | ||||
Original issue discount and interest accrued on Quantum Convertible Note | | — | ||||
Change in fair value of financial instruments | ( | ( | ||||
Amortization of discount on note payable |
| |
| | ||
Amortization of right-of-use assets |
| |
| — | ||
Stock-based compensation | | — | ||||
Depreciation and amortization |
| |
| | ||
Allowance for expected credit losses |
| |
| | ||
Deferred tax asset and liabilities |
| ( |
| ( | ||
Changes in operating assets and liabilities: |
|
|
|
| ||
Accounts receivable |
| ( |
| ( | ||
Due from related party | | — | ||||
Prepaids and other current assets |
| ( |
| | ||
Accounts payable and accrued expenses |
| ( |
| | ||
Operating lease liability | ( | — | ||||
Deferred revenue | ( | | ||||
Income tax payable | | — | ||||
Due to related party | ( | | ||||
Net cash used in operating activities |
| ( |
| ( | ||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
| ||
Cash acquired in Business Combination – iDoc | | — | ||||
Purchase of fixed assets | ( | ( | ||||
Net cash used in investing activities |
| ( |
| ( | ||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
| ||
Proceeds from Quantum Convertible Note, related party | | — | ||||
Proceeds from September 2024 Convertible Note | | — | ||||
Proceeds from reverse recapitalization with DHAC | | — | ||||
Repayment on Extension Note | ( | — | ||||
Repayment on factoring payable | ( | — | ||||
Repayment on Additional Bridge Financing | ( | — | ||||
Repayment on Encompass Purchase liability | ( | — | ||||
Repayment on advances from related party | ( | — | ||||
Repayment on note payable | ( | — | ||||
Payment on financing lease liability |
| ( |
| — | ||
Proceeds from loan payable, related party |
| — |
| | ||
Proceeds from note payable |
| — |
| | ||
Proceeds from share repurchase liability |
| — |
| | ||
Net cash provided by financing activities |
| |
| | ||
NET CHANGE IN CASH AND CASH EQUIVALENTS |
| |
| ( | ||
Cash and Cash Equivalents, Beginning of Period |
| |
| | ||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | | $ | | ||
Supplemental disclosure of cash flow information | ||||||
Cash paid for interest expense | $ | | $ | — | ||
Cash paid for taxes | $ | | $ | — | ||
Non-cash investing and financing activities: |
|
|
|
| ||
Net liabilities acquired in reverse merger | $ | ( | $ | — | ||
Shares issued to DHAC Sponsor group for debt conversion | $ | | $ | — | ||
Shares issued to A.G.P. Underwriter for debt conversion | $ | | $ | — | ||
Shares issued to VSee debt holders for debt conversion | $ | | $ | — | ||
Fair value of shares issued in iDoc acquisition | $ | | $ | — | ||
Shares issued as principal payment of Additional Bridge Notes | $ | | $ | — | ||
Shares issued as principal payment of Exchange Note | $ | | $ | — | ||
Shares issued to acquire non-controlling interest in TAD | $ | | $ | — |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-46
VSEE HEALTH, INC.
(FKA DIGITAL HEALTH ACQUISITION CORP.)
NOTES TO THE UNAUDITED SEPTEMBER 30, 2024 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 | Organization and Description of Business |
VSee Health, Inc. (f/k/a Digital Health Acquisition Corp., a Delaware corporation) (the “Company,” “we,” “our,” “VSee Health” or “us”) is a telehealth software platform solution. Our 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 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.
The Company was formed in Delaware on March 30, 2021 under the name Digital Health Acquisition Corp. (“DHAC”) as a “blank check company” for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business transaction, one or more operating businesses or assets. On June 24, 2024 (the “Closing Date”), the parties consummated the business combination by and among DHAC, DHAC Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of DHAC (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and a direct, wholly owned subsidiary of DHAC (“Merger Sub II”), VSee Lab, Inc., a Delaware corporation (“VSee Lab”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”) (the “Business Combination”). In connection with the Business Combination, DHAC changed its name from Digital Health Acquisition Corp. to VSee Health, Inc. Furthermore, unless otherwise stated or unless the context otherwise requires, references to “DHAC” refer to Digital Health Acquisition Corp., a Delaware corporation, prior to the Closing Date.
At the closing (the “Closing”) of the Business Combination, (1) each share of DHAC common stock was re-designated as a share of the Company’s common stock, par value $
Furthermore, with the Closing of the Business Combination, (1) pursuant to certain securities purchase agreements entered into on November 21, 2023, (the “Loan Conversion SPAs”), by and among DHAC, VSee Lab and/or iDoc with certain lenders of each of DHAC, VSee Lab and iDoc, certain indebtedness of each of DHAC, VSee Lab and iDoc was converted into shares of series A preferred stock of VSee Health, par value $
In addition, pursuant to the exchange agreement (the “Exchange Agreement”) entered by and among DHAC, VSee Lab and iDoc on November 21, 2023, the Company consummated the exchange of a senior convertible promissory note with an aggregate principle value of $
F-47
collateral of the Company and its subsidiaries including, without limitation, the intellectual property, trademark, and patent rights. Moreover, in connection with the Closing and pursuant to the convertible note purchase agreement (the “Quantum Purchase Agreement”) entered by and between DHAC and an institutional and accredited investor (the “Quantum Investor”) on November 21, 2023, the Company, on June 25, 2024, issued and sold to the Quantum Investor a
The total number of shares of the Company’s Common Stock outstanding immediately following the Closing was approximately
Apart from the above, on November 21, 2023, DHAC entered into an equity line of credit purchase agreement (the “ELOC Purchase Agreement”) with an institutional and accredited investor (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 $
Notwithstanding the legal form of the business combination pursuant to the Business Combination Agreement, the Business Combination was accounted for as a reverse recapitalization with VSee Lab as the accounting acquirer and DHAC and iDoc as the accounting acquirees. Accordingly for accounting purposes, the Business Combination is the equivalent of VSee Lab issuing stock for the net assets of DHAC, accompanied by a recapitalization. The net assets of DHAC were combined at historical cost as of the Closing Date, with
As VSee Lab is determined to be the accounting acquirer in the Business Combination, the acquisition of iDoc was treated as a business combination under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), and was accounted for using the acquisition method of accounting. The consideration transferred to acquire iDoc was allocated to the assets acquired and liabilities assumed based on the estimated acquisition-date fair values. The excess of consideration transferred to effect the acquisition over the fair values of assets acquired and liabilities assumed was recorded as goodwill. Refer to Note 3 Business Combination for further details.
F-48
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. As such the Company has accrued for the estimated excise tax as a result of the redemptions that occurred after December 31, 2022 totaling $
Note 2 | Summary of Significant Accounting Policies |
Basis of Presentation and Consolidation
The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. For periods prior to the Business Combination as disclosed in Note 1 above, the reported share and per share amounts have been retroactively converted by the applicable exchange ratio. See Note 11 Equity for additional information.
The condensed consolidated financial statements include the accounts of VSee Health, Inc. and its subsidiaries, VSee Lab, Inc. and Virtual Telehealth Solutions, Inc., both
The accompanying condensed consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2024, its results of operations, changes in stockholders’ equity (deficit), and of cash flows for the three and nine months ended September 30, 2024 and 2023, in conformity with U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the VSee Lab, Inc’s audited financial statements included on Form 424B3 Prospectus for the period ended December 31, 2023, as filed with the SEC on July 24, 2024. The interim results for the three and nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future periods. Certain reclassifications have been made to the amounts in prior periods to conform to the current period's presentation primarily consisting of the breakout of revenue by category and the retroactive application of the recapitalization.
F-49
Implications of Being an Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
The Company is also a “smaller reporting company,” meaning that either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) the market value of our shares held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. The Company may continue to be a smaller reporting company if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates is less than $700 million. The Company may take advantage of certain of the scaled disclosures available to smaller reporting companies.
Segments
The Company determined its reporting units in accordance with ASC 280, Segment Reporting (“ASC 280”). Management evaluates a reporting unit by first identifying operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.
Management has determined that the Company has
The Company’s reporting segments are Healthcare Technology (“Technology”) and Telehealth Services (“Telehealth”). VSee Lab, Inc is included in Technology, while iDoc Virtual Telehealth Solutions, Inc. is included in Telehealth.
F-50
Use of Estimates
The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the condensed consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of estimated provision for contractual adjustments from third-party payors in the recognition of patient fee contracts, goodwill impairment analysis, allowance for credit losses, the fair value of the ELOC, the Exchange Note, the Additional Bridge Note (as defined below in the “Additional Bridge Financing” section), and the Quantum Convertible Note, the September 2024 Convertible Note, and income taxes.
The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination.
The Company applies ASC 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
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.
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.
F-51
Contractual terms for subscription services are typically . Contracts are generally cancellable with a -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 to , 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 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
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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.
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.
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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.
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.
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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.
Under most of the Company’s contracts, including contracts with its
The Company commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation monthly.
Cost of Goods Sold
Cost of goods sold consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services. The Company’s cost of goods sold also consists primarily of expenses related to compensation-related expenses for the Company’s telehealth service providers, costs for third-party software and hardware services and independent medical providers, and other services used in connection with the delivery and support of the Company’s telehealth platform.
Transaction Expenses
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
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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 $
Net Loss Per Common Share
The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding. The following are potentially dilutive shares as of September 30, 2024 and 2023:
Three months | Three months | Nine months | Nine months | |||||||||
Ended | Ended | Ended | Ended | |||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Weighted average shares outstanding – basic and diluted | ||||||||||||
Net loss per share – basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Excluded securities(1): | ||||||||||||
Public Warrants | — | — | ||||||||||
Private Warrants | — | — | ||||||||||
Bridge Warrants | — | — | ||||||||||
Extension Warrants | — | — | ||||||||||
September 2024 Warrants | — | — | ||||||||||
Quantum Convertible Note, related party(2) | — | — | ||||||||||
Additional Bridge Notes(2) | — | — | ||||||||||
Exchange Note(2) | — | — | ||||||||||
ELOC Commitment Fee Note | — | — | ||||||||||
September 2024 Note(3) | — | — | ||||||||||
Series A Preferred stock common stock equivalents(4) | — | — | ||||||||||
Stock options granted | — | — |
1. | The Company’s dilutive shares have not been included in the computation of diluted net loss per share for the three and nine-months ended September 30, 2024, as the result would be anti-dilutive. |
2. | Includes the interest amount thereon and assumes the floor conversion price of $ |
3. | Includes the principal and interest amount thereon and calculated based on the initial fixed conversion price of $ |
4. | Assumes the maximum conversion thereon and at the floor conversion price of $ |
Cash
The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company had
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Accounts Receivable and Credit losses
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, Financial Instruments-Credit Losses, 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 $
The following table presents VSee Health’s allowance for credit losses at September 30, 2024 and December 31, 2023:
|
| September 30, |
| December 31, | ||
2024 | 2023 | |||||
Beginning allowance for credit losses | $ | | $ | — | ||
Allowance for credit losses, due to acquisition |
| |
| — | ||
Allowance for credit losses |
| |
| | ||
Less: Accounts receivable write-off included in allowance for credit losses above |
| ( |
| — | ||
Ending allowance for credit losses | $ | | $ | |
Prepaid Assets
Prepaid assets are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the condensed consolidated statements of operations.
Leases
The Company accounts for leases under ASC Topic 842, Leases. Based on this standard, the Company determines if an agreement is a lease at inception. Operating leases are included in right-of-use asset, current portion of lease liability, and lease liability less current portion in the Company’s condensed consolidated balance sheets. Finance leases are included in fixed assets, current portion of lease liability, and lease liability less current portion in the Company’s condensed consolidated balance sheets. Operating and finance lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date.
As permitted under ASC 842, the Company has made an accounting policy election not to apply the recognition provisions of ASC 842 to short-term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short-term leases on a straight-line basis over the lease term.
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.
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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:
● | “Level 1”, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
● | “Level 2”, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
● | “Level 3”, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.
See Note 14 for additional information on assets and liabilities measured at fair value.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, Derivatives and Hedging. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. Derivative assets and liabilities are classified in the condensed consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the condensed consolidated balance sheet date.
Warrant Instruments
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. The Company has analyzed the Public Warrants, private warrants, Bridge Warrants (as defined below) and the Extension Warrants (as defined below), September 2024 Warrants, 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.
Fixed Assets
Fixed Assets are recorded at historical cost, less accumulated depreciation. The Company expenses fixed assets purchased that are less than $
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straight-line method over the estimated useful lives of these respective assets, which is to
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
Intangible Assets
Intangible assets are presented at fair value, net of amortization. The fair value is determined based on the appraised value of the asset. Intangible assets are composed of developed technology and customer list (see Note 3 Business Combination). Developed technology and customer relationships are amortized using the straight-line method over the -year and -year estimated useful lives of the assets, respectively. Identifiable intangible assets subject to amortization consist of the following:
| September 30, 2024 |
| December 31, 2023 | |||
Customer relationships | $ | | $ | — | ||
Developed technology |
| |
| — | ||
| |
| — | |||
Less: Accumulated amortization |
| ( |
| — | ||
Intangible assets, net | $ | | $ | — |
Total amortization expense related to intangible assets was $
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 | $ | |
Impairment of Long-lived and Intangible Assets
In accordance with ASC 360-10, Property Plant and Equipment, and ASC 350-10, Intangibles, 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
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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.
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 $
Original Issue Discount on Debt
When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.
Loss Contingencies and Litigation
The Company records and reserves for loss contingencies if (a) information available prior to issuance of the consolidated financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the consolidated financial statements and (b) the amount of loss can be reasonably estimated. If one or both criteria for accrual are not met, but there is at least a reasonable possibility that a material loss will occur, the Company does not record and reserve for a loss contingency but describes the contingency within a note and provides detail, when possible, of the estimated potential loss or range of loss. If an estimate cannot be made, a statement to that effect is made.
Going Concern
As disclosed in the prior year's financial statements, there is significant doubt about the Company's ability to continue as a going concern due to persistent operating losses during the past two years and a deteriorating liquidity position from the Company generating negative operating cash.
Management has undertaken a series of measures to address these concerns, which include:
● | Revenue Enhancement Strategies: The Company and including the acquisition of iDoc on June 24, 2024 (see further Note 3 Business Combination) has won new contracts with larger hospitals and entered new markets, demonstrating the Company’s ability to generate positive revenue growth from its robust pipeline. During the third quarter, service commenced to a client in the new market, driving positive future revenue growth. |
● | Equity/ ELOC Financing: The Company has an Equity Purchase Agreement (as defined below) dated November 21, 2023 whereby the Company may receive up to $ |
Management has determined that the liquidity condition and historical operating losses raises substantial doubt about its ability to continue as a going concern for a period of time of least one year after the date that the accompanying condensed consolidated financial statements are issued.
There is no assurance that the measures taken by the Company to alleviate such concerns will be successful or successful within one year after the date the condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Recent Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the provisions of this ASU and will adopt them for the year ending December 31, 2024.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. ASU 2023-09 will become effective for annual periods beginning after December 15, 2024. The Company is still reviewing the impact of ASU 2023-09. We are currently evaluating the provisions of this ASU and expect to adopt them for the year ending December 31, 2025.
Note 3 | Business Combination |
Acquisition of iDoc Telehealth Solutions, Inc.
On June 24, 2024, the Company completed the Business Combination between DHAC, VSee Lab, Inc. (“VSee Lab”), a company providing comprehensive telehealth platform and software services for U.S. hospitals and enterprises, and iDoc Telehealth Solutions, Inc. (“iDoc”), a tele-intensive acute care and tele-neurocritical care company, providing tele-intensive acute care, and tele-neurocritical care in high value hospital environments. As noted above, the closing of the Business Combination resulted in the acquisition of iDoc and a reverse recapitalization with DHAC (see 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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Purchase Consideration
The following table summarizes the purchase consideration for the iDoc acquisition:
| Amount | ||
$ | | ||
| | ||
| |||
| | ||
| |||
Total purchase consideration | $ | |
A summary of the preliminary allocation of the total purchase consideration for iDoc is presented as follows:
Total purchase price consideration, net of cash acquired of $ |
| $ | |
Estimated fair value of assets: | |||
Accounts receivable, net* | 2,123,578 | ||
Due from related party | | ||
Note receivable, related party | | ||
Prepaid expenses and other current assets | | ||
Customer relationships | | ||
Developed technology | | ||
Right-of-use assets | | ||
Right-of-use assets | | ||
Fixed assets | | ||
Total assets acquired | | ||
Estimated fair value of liabilities assumed: | |||
Accounts payable, accrued expenses and other current liabilities | 2,067,552 | ||
Line of credit and notes payable | 2,516,345 | ||
Right-of-use liability - operating - related party | | ||
Right-of-use liability - operating | | ||
Right-of-use liability - finance | | ||
Deferred tax liabilities | | ||
Total liabilities assumed |
| | |
Goodwill | $ | |
* | As of the acquisition date, gross contractual accounts receivable was approximately $ |
The purchase price allocation for iDoc is preliminary and subject to revision as additional information about fair value of assets and liabilities becomes available. Additional information that existed as of the acquisition date but is currently unknown to us may become known during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date.
The Company’s condensed consolidated statements of operations for the three and nine months ended September 30, 2024 include revenue of $
The Company (as the successor of VSee Lab for accounting purposes) incurred transaction costs related to the iDoc acquisition, and these costs were expensed as incurred in transaction expenses in the condensed consolidated statements of operations.
In connection with the iDoc acquisition, the Company (as the successor of VSee Lab for accounting purposes) assumed $
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convertible into
The goodwill generated from iDoc is primarily related to the plan to continue to harness scale to further grow the platform for all stakeholders. Goodwill is not deductible for income tax purposes.
Purchased Intangible Assets
The following table presents as of the acquisition date details of the purchased intangible assets acquired:
| Weighted-Average |
| Amount | ||
Customer relationships | $ | | |||
Developed technology | | ||||
$ | |
Developed technology represents the preliminary estimated fair value of iDoc’s internally developed processes, methodologies, algorithms, applications, technology platform, software code, website content, user interfaces, graphics, trade dress, databases and domain names. Customer relationships represent the preliminary estimated fair value of the underlying relationships with iDoc’s customers. The revenue and net loss included in the condensed consolidated financial statements from the iDoc acquisition are considered immaterial.
Pro Forma Financial Information
The unaudited pro forma financial information in the table below summarizes the combined results of VSee Health’s operations and iDoc’s operations, as though the acquisition of iDoc had been completed as of the beginning of fiscal 2023. The pro forma financial information for the three and nine months ended September 30, 2024 and September 30, 2023, combines our results for these periods with that of iDoc’s results for the three and nine months ended September 30, 2024 and September 30, 2023, respectively.
The following table summarizes the pro forma financial information:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Total revenues | $ | | $ | | $ | | $ | | ||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Weighted average shares: | ||||||||||||
Basic and diluted | | | | | ||||||||
Net loss per share: | ||||||||||||
Basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( |
The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition and the cost of financing the acquisition had taken place at the beginning of fiscal 2023. The financial information for the periods presented above includes pro forma adjustments as follows:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Amortization of intangible assets | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Transaction expenses | $ | — | $ | | $ | | $ | |
Recapitalization
As discussed at the closing (the “Closing”) of the Business Combination, (1) each share of DHAC common stock was re-designated as a share of the Company’s common stock, par value $
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Business Combination was automatically cancelled and extinguished and converted into the right to receive approximately
The shares and options granted to VSee shareholders were determined based on the estimated value attributed to VSee of $
| Shares | |
DHAC public shares, net of redemptions |
| |
DHAC Sponsor affiliate shares |
| |
VSee loan conversions shares |
| |
Bridge Investors shares |
| |
Other current DHAC stockholder shares |
| |
VSee company shares issued in Business Combination |
| |
iDoc company shares issued in Business Combination |
| |
Total Company common stock outstanding immediately following the Business Combination |
| |
For accounting purposes, since the Business Combination was treated as a reverse merger by and among VSee Lab, DHAC and was accounted as a reverse recapitalization, the
Cash - Trust and cash |
| $ | |
Liabilities assumed | |||
Accrued Expenses | (4,876,314) | ||
Due to Sponsor | ( | ||
Exchange Note | ( | ||
ELOC | ( | ||
Additional Bridge Notes | ( | ||
Promissory Note - Related Party | ( | ||
Promissory Note - SCS Capital Partners LLC | ( | ||
Deferred Underwriting Fee Payable | ( | ||
Promissory Note - Extension Note | ( | ||
Extension Note - Embedded Derivative | ( | ||
Total liabilities assumed | ( | ||
Net liabilities assumed | $ | ( |
Note 4 | Fixed Assets |
The components of fixed assets are summarized as follows:
| September 30, 2024 |
| December 31, 2023 | |||
Office equipment | $ | | $ | | ||
Medical equipment |
| |
| | ||
Furniture |
| |
| — | ||
Leased equipment | | — | ||||
Leasehold improvements |
| |
| — | ||
| |
| | |||
Less: Accumulated depreciation |
| ( |
| ( | ||
Fixed assets, net | $ | | $ | |
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The Company (as the successor of VSee Lab for accounting purposes) recorded $
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 acquired, at fair value, $
Note 5 | Leases |
Operating 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 operating leases under iDoc. iDoc leased office space in Boston, Massachusetts (“Massachusetts Lease”), Houston, Texas (“Texas Lease”), and Houston, Texas (“New Houston Lease”). iDoc commenced a new Massachusetts lease on September 1, 2023, ending on August 31, 2028. The Texas Lease was renewed on February 1, 2022 and was terminated in July 2024, with an initial termination date of January 31, 2027. As a result of the termination, a related party right-of-use asset of $
As a result of the acquisition, the operating lease right-of-use assets and liabilities were remeasured and recognized at the present value of future lease payments at the acquisition date. The interest rate used to determine the present value is the Company’s borrowing rate, which ranged from
Operating right-of-use assets are summarized below:
| September 30, 2024 |
| December 31, 2023 | |||
Office lease | $ | | $ | — | ||
Less: Accumulated amortization |
| ( |
| — | ||
Right-of-use assets, net | $ | | $ | — |
Operating lease liabilities are summarized as follows:
| September 30, 2024 |
| December 31, 2023 | |||
Office lease | $ | | $ | — | ||
Less: Current portion |
| ( |
| — | ||
Long-term portion | $ | | $ | — |
As of September 30, 2024 and December 31, 2023, $
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Future minimum rent payments under the operating lease are as follows:
| Total | ||
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 |
| | |
Total future minimum lease payments |
| | |
Less: Imputed interest |
| ( | |
Present value of payments | $ | |
Expenses incurred with respect to the Company’s operating leases during the three and nine months ended September 30, 2024, which are included in general and administrative expenses on the condensed consolidated statements of operations, are set forth below. The Company had no operating lease payments during the three and nine months ended September 30, 2023.
For the Three Months Ended | ||||||
| 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 | $ | | $ | — |
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Finance lease liabilities are summarized below:
| September 30, 2024 |
| December 31, 2023 | |||
Equipment lease | $ | | $ | — | ||
Less: Current portion |
| ( |
| — | ||
Long-term portion | $ | | $ | — |
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.
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.
(1). | A Future Receipts Sale Agreement, which iDoc entered on June 21, 2023, pursuant to which iDoc sold $ |
(2). | A Future Receipts Sale Agreement, which iDoc entered on June 28, 2023, pursuant to which iDoc sold $ |
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(3). | A Future Receipts Sale Agreement, which iDoc entered on October 13, 2023, pursuant to which iDoc sold $ |
(4). | A Future Receipts Sale Agreement, which iDoc entered on October 13, 2023, pursuant to which iDoc sold $ |
(5). | A Future Receipts Sale Agreement, which iDoc entered on January 11, 2024, pursuant to which iDoc sold $ |
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).
(1). | On November 29, 2021, the iDoc received a $ |
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and $ |
(2). | On December 1, 2021, iDoc received a promissory note from a bank in the amount of $ |
(3). | On August 3, 2023, iDoc received a |
(4). | On August 18, 2023, iDoc received a |
(5). | On November 13, 2023, iDoc received a |
(6). | On January 14, 2024, iDoc received a note payable from a lender for $ |
Furthermore, on January 12, 2023, VSee Lab received a
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Closing. As of September 30, 2024, and December 31, 2023, the promissory note net of unamortized debt discount was $
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 $ |
● | On November 21, 2023 and as further amended and restated on February 13, 2024, DHAC, iDoc and Tidewater Ventures, LLC (“Tidewater”), entered into an A&R Loan Conversion SPA, pursuant to which certain loans incurred by iDoc to Tidewater in the aggregate amount of $ |
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● | On November 21, 2023 and as further amended and restated on February 13,2024, DHAC, iDoc and the Bridge Investor, entered into an A&R Loan Conversion SPA, pursuant to which certain loans incurred by iDoc to the Bridge Investor in the aggregate amount of $ |
Exchange Note and Exchange Financing
For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed the Exchange Note due to the reverse merger with DHAC on June 24, 2024.
In connection with a securities purchase agreement by and among DHAC, VSee Lab, iDoc and the Bridge Investor dated October 5, 2022 (the “Original Bridge SPA”), DHAC, VSee Lab, and iDoc each issued to the Bridge Investor a
The Exchange Note bears interest at a rate of
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), the Exchange 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
The Exchange Note represents 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 Exchange Note is 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 Exchange Note on June 24, 2024 was $
On August 8, 2024, $
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the debt extinguishment model and recognized a loss on extinguishment of $
Additional Bridge Financing
For accounting purposes, it was treated that the Company (as the successor of VSee Lab for accounting purposes) acquired and assumed that certain Additional Bridge Notes due to the reverse merger with DHAC on June 24, 2024.
On November 21, 2023, DHAC, VSee Lab and iDoc entered into an amendment to the Original Bridge SPA (the “Bridge Amendment”), pursuant to which the Bridge Investor agreed to purchase additional promissory note in the aggregate principal amount of $
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
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 $
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the conversion under the debt extinguishment model and recognized a loss on extinguishment of $
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).
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
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Price”) is less than $
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
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
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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 $
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.
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In connection with the September 2024 SPA and Convertible Note, the Company also issued a warrant to the investor to purchase up to
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 $
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At the closing of the Business Combination on June 24, 2024, VSee Lab converted the obligation under the SAFE Agreement valued at $
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.
(1). | During the year ended December 31, 2022, employees subscribed $ |
(2). | During the year ended December 31, 2022, VSee Lab received a loan of $ |
(3). | On March 29, 2023, VSee Lab received a |
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September 30, 2024. The Company (as the successor of VSee Lab for accounting purposes) recognized $ |
(4). | On December 26, 2023, VSee Lab received a |
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).
(1) | A related party balance due from the then CEO of iDoc, Imoigele Aisiku, for cash transferred through a company controlled by him. The balance due from the related party on was $ |
(2) | A note receivable that was issued and sold on September 1, 2022 from iDoc to the then CEO of iDoc, Imoigele Aisiku, with a principal balance of $ |
(3) | iDoc issued a promissory note on May 15, 2023 with a principal balance of $ |
(4) | On March 28, 2024, iDoc issued and sold a secured convertible promissory note in the principal amount of $ |
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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 $ |
(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 $ |
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above, approximately $ |
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 $
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).
(1). | iDoc entered into a purchase agreement with a vendor to purchase twenty ( |
(2). | iDoc has a promissory note with a principal balance of $ |
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20th, that iDoc deployed. iDoc is required to make payments to the Holder based on eighty percent ( |
(3). | On May 12, 2023, iDoc entered in a partnership agreement with an accredited investor to agree and collaborate in the development of telepresence robots for telehealth solutions. The investor pledged to pay $ |
(4). | On November 1, 2023, the iDoc entered a forbearance agreement related to the promissory note and line of credit issued by a bank on November 29, 2021, and its finance leases (see further Note 7 Line of Credit and Notes Payable). Pursuant to the forbearance agreement, effective November 1, 2023, the interest rate on the promissory note and the line of credit is payable monthly at |
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 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
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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.
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
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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 $
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
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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 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 | 629,344 | $ | 12.11 | 9.73 | $ | — |
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.
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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 $
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,
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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
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
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of less than $
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 |
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Stock purchasable upon exercise of all Bridge Warrants; provided that any adjustments which are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
(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 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 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 |
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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 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 |
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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. |
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
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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 | | — | ||||
Non-operating corporate | | — | ||||
Total | $ | | $ | |
| 2024 |
| 2023 | |||
Total goodwill |
|
|
|
| ||
Technology | $ | — | $ | — | ||
Telehealth |
| |
| — | ||
Non-operating corporate |
| — |
| — | ||
Total | $ | | $ | — |
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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 | $ | | $ | |
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.
F-93
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.
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.
F-94
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 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
F-95
at issuance using a discount percentage, such that the value of the note is equal to the proceeds received from the investor, and the additional instruments issued (warrants and shares of common stock) were considered equity sweeteners).
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 $
F-96
F-97
VSEE LAB, INC.
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements | |
F-97 | |
F-98 | |
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 | F-99 |
F-100 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 | F-101 |
F-102 |
F-96
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of VSee Lab, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of VSee Lab, Inc. (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in stockholders’ (deficit) equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2022.
PCAOB Firm ID# 3289
Tampa, Florida
April 22, 2024
F-97
VSEE LAB, INC.
CONSOLIDATED BALANCE SHEETS
| December 31, |
| December 31, | |||
| 2023 |
| 2022 | |||
ASSETS |
|
|
|
| ||
Current assets |
|
|
|
| ||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable, net |
| |
| | ||
Prepaids and other current assets |
| |
| | ||
Total current assets |
| |
| | ||
Fixed assets, net |
| |
| — | ||
Deferred tax asset |
| — |
| | ||
Total assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
| ||
Current liabilities | ||||||
Accounts payable and accrued liabilities | $ | | $ | | ||
Deferred revenue |
| |
| | ||
| |
| | |||
Due on share purchase |
| |
| — | ||
Embedded derivative |
| — |
| | ||
Contingent liability |
| |
| — | ||
Loan payable, related party, net of discount |
| |
| | ||
Note payable, net of discount |
| |
| | ||
Total liabilities |
| |
| | ||
Commitments and contingencies (Note 4) |
|
|
|
| ||
Stockholders’ deficit |
|
|
|
| ||
Preferred stock, $ |
| |
| | ||
Series A-1: |
| |
| | ||
Common stock, $ |
| |
| | ||
Additional paid in capital |
| |
| | ||
Accumulated deficit |
| ( |
| ( | ||
Non-controlling interest |
| ( |
| ( | ||
Total stockholders’ deficit |
| ( |
| ( | ||
Total liabilities and stockholders’ deficit | $ | | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
F-98
VSEE LAB, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the years ended December 31, | |||||
| 2023 |
| 2022 | |||
Revenues | $ | | $ | | ||
Cost of goods sold |
| |
| | ||
Gross margin |
| |
| | ||
Operating expenses |
|
|
|
| ||
Compensation and related benefits |
| |
| | ||
General and administrative |
| |
| | ||
Transaction expenses |
| |
| | ||
Total operating expenses |
| |
| | ||
Net operating loss |
| ( |
| ( | ||
Other income (expenses): |
|
|
|
| ||
Interest expense |
| ( |
| ( | ||
Other (expense) income |
| ( |
| | ||
Change in fair value on embedded derivative |
| |
| ( | ||
Gain on forgiveness of debt |
| |
| — | ||
Total other (expenses) income |
| ( |
| | ||
Loss before income taxes |
| ( |
| ( | ||
Income tax (expense) benefit |
| ( |
| | ||
Net loss |
| ( |
| ( | ||
Net income (loss) attributable to non-controlling interest | $ | | $ | ( | ||
Net loss attributable to VSee Lab, Inc. | $ | ( | $ | ( | ||
Basic and diluted loss per share | $ | $ | ( | |||
Weighted average number of shares outstanding, basic and diluted income |
| |
| |
The accompanying notes are an integral part of these consolidated financial statements.
F-99
VSEE LAB, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
Series A | Series A-1 |
|
| Additional |
|
|
| ||||||||||||||||||||
| Preferred Stock |
| Preferred Stock |
| Common Stock |
| Paid-In |
| Accumulated |
| Non: controlling | ||||||||||||||||
| Shares |
| Amount |
| Shares |
| Amount |
| Shares |
| Amount |
| Capital |
| Deficit |
| Interest |
| Total | ||||||||
Balance, December 31, 2021 |
| | $ | |
| | $ | |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Net loss |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||||
Non-controlling interest |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||||
Balance, December 31, 2022 |
| |
| |
| |
| |
| |
| |
| |
| ( |
| ( |
| ( | |||||||
Net loss |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| ( |
| — |
| ( | |||||||
Non-controlling interest |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| | |||||||
Balance, December 31, 2023 |
| | $ | |
| | $ | |
| | $ | | $ | | $ | ( | $ | ( | $ | ( |
The accompanying notes are an integral part of these consolidated financial statements.
F-100
VSEE LAB, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended December 31, | |||||
| 2023 |
| 2022 | |||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used by operating activities: |
|
|
|
| ||
Amortization of discount on note payable |
| |
| | ||
Change in fair value on embedded derivative |
| ( |
| | ||
Gain on forgiveness of debt |
| ( |
| — | ||
Provision for bad debt |
| |
| | ||
Depreciation expense |
| |
| — | ||
Changes in working capital requirements: |
|
|
|
| ||
Accounts receivable |
| ( |
| ( | ||
Prepaids and other current assets |
| |
| | ||
Deferred tax asset |
| |
| ( | ||
Accounts payable and accrued liabilities |
| |
| | ||
Deferred revenue |
| ( |
| | ||
Due to related party |
| |
| | ||
Net cash from operating activities |
| ( |
| ( | ||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
| ||
Purchase of fixed assets |
| ( |
| — | ||
Net cash from financing activities |
| ( |
| — | ||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
| ||
Proceeds from note payable |
| |
| | ||
Proceeds from loan payable, related party |
| |
| | ||
Proceeds from share purchase liability |
| |
| — | ||
Net cash from financing activities |
| |
| | ||
NET CHANGE IN CASH AND CASH EQUIVALENTS |
| ( |
| ( | ||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
| |
| | ||
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | | $ | | ||
Supplemental disclosure of cash flow information |
|
|
|
| ||
Cash paid for interest expense | $ | — | $ | — | ||
Cash paid for income taxes | $ | — | $ | |
The accompanying notes are an integral part of these consolidated financial statements.
F-101
VSEE LAB, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1 Organization and Description of Business
VSee Lab, Inc. was incorporated on December 23, 2010 under the laws of the State of Delaware. ThisAmericanDoc, Inc. (“TAD”), a majority owned subsidiary, was incorporated on December 27, 2016, in the State of Delaware. VSee Lab, Inc. and TAD (collectively, the “Company”, “VSee”) are one of the leading providers of virtual healthcare platform services with a focus on high quality, lower costs, and improved outcomes around the world with its integrated platform. The Company is committed to creating a telemedicine experience that’s as simple and accessible as shopping online by providing an advanced, no code, low code telemedicine platform to integrate seamlessly across channels, other existing platforms, and healthcare devices for any virtual care delivery model. The Company is a health services technology company that is responding to the need for rapid, effective system integration within healthcare. The Company operates as a single operating and reportable segment.
Note 2 Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
The consolidated financial statements include the accounts of VSee Lab, Inc. and its
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, allowance for doubtful accounts, and income taxes.
The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination.
The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or
F-102
deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“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.
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 services to be transferred and the payment terms for the 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 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.
2) Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the 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. The Company’s contracts typically contain cancellation clauses with advance notice; therefore, the Company does not believe that they have any material outstanding commitments for future revenues beyond one year from the end of a reporting period.
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.
3) Determine the transaction price
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.
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. The quoted fees per promise and performance obligation are based on the most likely amount method for what the Company expects to collect.
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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 stand-alone selling price (“SSP”). The determination of a SSP for each distinct performance obligation requires judgment. The Company believes the quoted transaction prices in the customer contracts represent the stand alone selling prices for each of the separate performance obligations that are distinct and priced separately within the contract.
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 is transferred to the customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or 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 as 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 towards satisfaction of its obligations with revenue commencing upon the beginning of the subscription period.
Upfront nonrefundable fees do not result in the transfer of a promised good or service to the client, therefore, the Company defers this revenue and recognizes it over the subscription period of the customer contract. 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.
Cost of Revenue
Cost of revenue consists primarily of expenses related to cloud hosting, personnel-related expenses for the Company’s customer success team, costs for third-party software services and contractors, and other services used in connection with delivery and support of the Company’s platform subscription services.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Transaction Expenses
On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the years ended December 31, 2023 and 2022, the Company incurred one-time transaction expenses related to the business combination of $
F-104
Net Income (Loss) Per Common Share
The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates their fair value due to the short maturities of these instruments.
Accounts Receivable and Credit losses
The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which 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.
The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect. The allowance for doubtful accounts was $
Prepaid Assets
Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations.
Fair Value Measurements
ASC Topic 820, Fair Value Measurements, clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3: Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
Fair Value of Financial Instruments
ASC subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable and accrued liabilities as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
F-105
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the consolidated balance sheet date. The Company has determined the early mandatory redemption provision in the Bridge Note as described in Note 9 is an embedded derivative instrument. FASB ASC 470-20, “Debt with Conversion and Other Options” addresses the allocation of proceeds from the issuance of debt into its debt and embedded derivative components. The Company applies this guidance to allocate the Bridge Note proceeds between the Bridge Note and the Embedded Early Repayment option, using the residual method by allocating the principal first to fair value of the embedded derivative and then to the debt.
Fixed Assets
Fixed Assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets. During the year ended December 31, 2023, the Company purchased office and medical equipment, which is being depreciated over a
Original issue discount on Debt
When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 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. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and the adoption did not have a material impact on the consolidated financial statements.
In August 2021, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP.
Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective January 1, 2024, for the Company. Early adoption is permitted. Management is currently evaluating the effect of the adoption of ASU 2020-06 on the consolidated financial statements, but currently does not believe ASU 2020-06 will have a significant impact on the Company’s consolidated financial statements.
Note 3 Equity
Preferred Stock
The Company has two outstanding series of redeemable preferred stock. The Company has
F-106
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.
Dividend — Series A preferred stockholders shall be entitled to receive non-cumulative dividends when and if declared at the annual rate of $
Liquidation — In the event of any liquidation, dissolution or winding-up of the Company, the Series A preferred stockholders are entitled to distributions equal to their initial purchase price per share plus accrued and unpaid dividends (all amounts are prior and in preference to any distribution of any assets to the holders of the other series of preferred stock and common stock).
Conversion — Series A preferred stock is convertible into common stock at the option of the holder, except for mandatory conversion upon the earlier of an initial public offering or the date specified by written consent or agreement with majority stockholders. Upon conversion, all shares of Series A preferred stock would be converted automatically into a number of shares of common stock as determined by multiplying the number of shares of Series A preferred stock to be so converted by the Series A Original Issue Price and dividing the result by the applicable conversion price per share.
Series A-1 Preferred Stock
The Series A-1 Preferred has the following rights and privileges:
Voting — Series A-1 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.
Dividend — Series A preferred stockholders shall be entitled to receive non-cumulative dividends if and when declared at the annual rate of $
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 any liquidation, dissolution or winding-up of the Company, the Series A-1 preferred stockholders are entitled to distributions equal to their initial purchase price per share plus accrued and unpaid dividends (all amounts are prior and in preference to any distribution of any assets to the holders of the other series of preferred stock and common stock).
Conversion — Series A-1 preferred stock is convertible into common stock at the option of the holder, except for mandatory conversion upon the earlier of an initial public offering or the date specified by written consent or agreement of the majority stockholders. Upon conversion, all shares of Series A-1 preferred stock would be converted automatically into a number of shares of common stock as determined by multiplying the number of shares of Series A-1 preferred Stock to be so converted by the Series A-1 Original Issue Price and dividing the result by the applicable conversion price per share.
Note 4 Commitments Contingencies and Concentration Risk
Contingencies
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies. Litigation and contingency accruals are based on the Company’s assessment, including advice of legal counsel, regarding the expected outcome of litigation or other dispute resolution proceedings.
F-107
If the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals. As of December 31, 2023 and 2022, the Company has $
The Company has a reseller agreement with a vendor to generate revenue opportunities in the international market. As of December 31, 2023 and 2022, the Company has an unpaid commitment of $
On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase
Indemnities
The Company generally indemnifies its customers for the services it provides under its contracts, as well as other specified liabilities, which may subject the Company to indemnity claims, liabilities, and related litigation. As of December 31, 2023 and 2022, the Company was not aware of any material asserted or unasserted claims in connection with these indemnity obligations.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to credit risk concentrations consist of cash and cash equivalents and accounts receivables. The Company maintains all of its cash and cash equivalents in commercial depository accounts, insured by the Federal Deposit Insurance Corporation (“FDIC”). At times, cash deposits may exceed federally insured limits.
Major Customer Concentration
The Company has
The Company has
Note 5 Fixed Assets
The components of fixed assets are summarized below:
December 31, | December 31, | |||||
| 2023 |
| 2022 | |||
Office equipment | $ | | $ | — | ||
Medical equipment |
| |
| — | ||
| |
| — | |||
Less accumulated depreciation |
| ( |
| — | ||
Fixed Assets, net | $ | | $ | — |
During the year ended December 31, 2023, the Company purchased medical equipment with a useful life of
F-108
Note 6 Related Party
During the year ended December 31, 2022, a related party provided $
During the year ended December 31, 2022, the Company received a loan of $
On March 29, 2023, the Company received a
On December 26, 2023, the Company received a
Note 7 Simple Agreement for Future Equity
On August 1, 2023, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with a purchase price of $
F-109
Note 8 Income Taxes
The major components of income tax (expense) benefit for the years ended December 31, 2023 and 2022:
Consolidated income statement |
| December 31, 2023 |
| December 31, 2022 | ||
Current income Tax: | $ | — | $ | — | ||
Current tax on profits |
| |
| — | ||
Tax regarding prior years |
|
| — | |||
Deferred tax: |
|
|
|
| ||
Deferred taxation – current year |
| ( |
| | ||
Deferred taxation – prior years |
| |
| — | ||
Income tax (expense) benefit reported in the income statement | $ | ( | $ | |
A reconciliation follows between tax expense and the product of accounting profit multiplied by the United States domestic tax rate for the years ended December 31, 2023 and 2022:
| December 31, 2023 |
| December 31, 2022 | |||
Accounting (loss) profit before tax from continuing operations | $ | ( | $ | ( | ||
Accounting (loss) profit before income tax |
| ( |
| ( | ||
Federal income tax benefit at federal statutory rate of |
| |
| | ||
State income tax benefit, net of federal benefit |
| |
| | ||
Permanent differences, net |
| |
| | ||
Other |
| |
| | ||
Valuation allowance charges affecting the income tax provision |
| ( |
| — | ||
Total | $ | ( | $ | |
Deferred Tax
Deferred tax is comprised of the following as of December 31, 2023 and 2022:
| December 31, 2023 |
| December 31, 2022 | |||
Non-Current |
|
|
|
| ||
Deferred revenue | $ | | $ | | ||
Loan Loss Reserve |
| |
| — | ||
Fixed assets |
| |
| — | ||
NOL carryforward |
| |
| | ||
Valuation allowance |
| ( |
| — | ||
Net deferred tax assets |
| — |
| | ||
Reflected in the Balance Sheets: |
|
|
|
| ||
position as follows: |
|
|
|
| ||
Deferred tax assets |
| — |
| | ||
Deferred tax liabilities |
| — |
| — | ||
Deferred tax assets net | $ | — | $ | |
Reconciliation of deferred tax assets, net
| 2023 |
| 2022 | |||
Opening balance as of January 1, | $ | | $ | | ||
Tax (expense)/benefit during the period recognized in profit or loss |
| ( |
| | ||
Closing balance as of December 31, | $ | — | $ | |
The Company offsets tax assets and liabilities only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
The Company has US federal and State of California tax losses totaling $
F-110
2023 and 2022, the Company had
Note 9 Note Payable
The following is a summary of notes payable as of December 31, 2023 and 2022:
Notes Payable |
| December 31, 2023 |
| December 31, 2022 | ||
Note payable issued October 6, 2022 (Face Value: $ | $ | — | $ | | ||
Note payable issued January 12, 2023 (Face Value: $ |
| |
| — | ||
Total notes payable and line of credit |
| |
| | ||
Less: unamortized debt discount, net |
| — |
| ( | ||
Total notes payable at carrying value | $ | | $ | |
As of December 31, 2023, the Company had no required principal payments on its notes payable.
Notes Payable
On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a
Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination,
The Bridge Note has a mandatory default payment of
The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 issuance was $
On October 5, 2023, the Company defaulted on the Bridge Note and accordingly the default provisions were allocated and applied resulting in the triggering of a
An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the Holder.
F-111
The Holder beneficially owns and holds (i) a promissory note of DHAC in the principal amount (including the original issue discount of $
The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $
The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii) the VSee Note other than the principal amount of $
As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $
As of December 31, 2023 and 2022, the Bridge note net of unamortized debt discount was $
On January 12, 2023, the Company received a
Note 10 Fair Value Measurements
The following table presents fair value information as of December 31, 2023 and 2022 of the Company’s financial liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
December 31, 2023 | ||||||||||||
Carrying | ||||||||||||
| value |
| (Level 1) |
| (Level 2) |
| (Level 3) | |||||
Liabilities: | ||||||||||||
Bridge Note – Embedded Derivative | $ | — | $ | — | $ | — | $ | — | ||||
Total | $ | — | $ | — | $ | — | $ | — |
December 31, 2022 | ||||||||||||
Carrying | ||||||||||||
| value |
| (Level 1) |
| (Level 2) |
| (Level 3) | |||||
Liabilities: |
|
|
|
|
|
|
|
| ||||
Bridge Note – Embedded Derivative | $ | | $ | — | $ | — | $ | | ||||
Total | $ | | $ | — | $ | — | $ | |
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Measurement
Bridge Note Embedded Derivative
The Company established the initial fair value for the Bridge Note Embedded Derivative as of October 5, 2022, which was the date the Bridge Note was executed. As a result of the exchange agreement on November 21, 2023, the carrying balance of the Bridge note and related default interest, as well as the carrying balance of the bifurcated derivative, was offset with the fair value of the stock payable. The fair value of the Embedded Derivative was remeasured as of November 21, 2023 and December 31, 2022. As such, the Company used a Probability Weighted Expected Return Method (“PWERM”) that fair values the early termination/repayment features of the debt. The PWERM is a multi-step process in which value is estimated based on the probability-weighted present value of various future outcomes. The PWERM was used to value the Bridge Note Embedded Derivative for the initial periods and subsequent measurement periods.
The Bridge Note Embedded Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement date and as of November 21, 2023 and December 31, 2022 due to the use of unobservable inputs. The key inputs into the simulation model for the Bridge Note Embedded Derivative were as follows at November 21, 2023, December 31, 2022 and October 5, 2022:
| November 21, |
| December 31, |
| October 5, |
| |
2023 | 2022 | 2022 |
| ||||
CCC bond rates |
| — |
| | % | | % |
Probability of early termination/repayment – BC not completed |
| — |
| | % | | % |
Probability of early termination/repayment – BC completed or PIPE completed |
| — |
| | % | | % |
Probability of completing a business combination by March 31, 2023 |
| — |
| | % | | % |
Probability of completing a business combination by June 30, 2023 |
| — |
| | % | | % |
Implied volatility |
| | % | | % | | % |
Risk free rate |
| | % | | % | | % |
The change in the fair value of the Level 3 financial liabilities for the years ended December 31, 2023 and 2022 are summarized as follows:
| December 31, 2023 |
| December 31, 2022 | |||
Bridge Note Embedded Derivative, Beginning Fair Value | $ | | $ | | ||
Fair value at October 5, 2022 (Initial measurement) |
| — |
| | ||
Change in fair value |
| ( |
| | ||
Derivative adjustment from the Exchange Agreement (Note 9) |
| ( |
| — | ||
Bridge Note Embedded Derivative, Ending Fair Value | $ | | $ | |
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
Note 11 Subsequent Events
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2023, through the date when the consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.
On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health
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IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC.
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Financial Statements | |
F-117 | |
F-118 | |
Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 | F-119 |
F-120 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 | F-121 |
F-122 |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of iDoc Virtual Telehealth Solutions, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of iDoc Virtual Telehealth Solutions, Inc. (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in stockholders’ (deficit) equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net losses and negative cash flow from operations since inception. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2022.
PCAOB Firm ID# 3289
Tampa, Florida
April 22, 2024
F-117
IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2023 AND 2022
December 31, | December 31, | |||||
| 2023 |
| 2022 | |||
ASSETS |
|
|
|
| ||
Current assets |
|
|
|
| ||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable, net |
| |
| | ||
| |
| | |||
Prepaids and other current assets |
| |
| | ||
Total current assets |
| |
| | ||
| |
| | |||
Right-of-use asset, net |
| |
| | ||
Intangible assets, net |
| — |
| | ||
Deferred tax asset |
| |
| — | ||
Deposit |
| |
| — | ||
Fixed assets, net |
| |
| | ||
Total assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
|
|
|
| ||
Current liabilities |
|
|
|
| ||
Accounts payable | $ | | $ | | ||
Accrued liabilities |
| |
| | ||
Deferred revenue |
| |
| — | ||
Income taxes payable |
| — |
| | ||
Right-of-use liability |
| |
| | ||
Line of credit |
| |
| | ||
Factoring payable |
| |
| — | ||
Notes payable, net of discount |
| |
| | ||
Due on acquisition purchase |
| |
| | ||
Contingent liability |
| |
| — | ||
Embedded derivative |
| — |
| | ||
Loan payable, related party |
| |
| — | ||
Total current liabilities |
| |
| | ||
Notes payable, less current portion, net of discount |
| |
| | ||
Right-of-use liability, less current portion |
| |
| | ||
Deferred tax liability |
| — |
| | ||
Total liabilities |
| |
| | ||
Commitments and contingencies (Note 11) |
|
|
|
| ||
Stockholders’ (deficit) equity |
|
|
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Common stock, $ |
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Additional paid in capital |
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Accumulated (deficit) retained earnings |
| ( |
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Total stockholders’ (deficit) equity |
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Total liabilities and stockholders’ (deficit) equity | $ | | $ | |
The accompanying notes are an integral part of these audited consolidated financial statements.
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IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, | ||||||
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Revenues |
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Patient Fees | $ | | $ | | ||
Telehealth Fees |
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Institutional Fees |
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Total Revenue |
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Cost of Goods Sold |
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Gross Margin |
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Operating expenses |
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General and administrative |
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Compensation and related benefits |
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Transaction expenses |
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Professional fees |
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Total operating expenses |
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Net operating (loss) profit |
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Other income (expenses): |
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Interest expense |
| ( |
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Change in fair value on derivative |
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Gain on forgiveness of debt |
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| — | ||
Impairment charges |
| ( |
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Other (expense) income |
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Total other expense |
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Loss before income tax |
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Income tax benefit (expense) |
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Net loss | $ | ( | $ | ( | ||
Net loss income per share attributable to common shareholders: |
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Basic | $ | ( | $ | ( | ||
Diluted | $ | ( | $ | ( | ||
Weighted average number of shares outstanding, basic, and diluted |
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The accompanying notes are an integral part of these audited consolidated financial statements.
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IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
Additional | ||||||||||||||
Common Stock | Paid In | (Accumulated Deficit) | ||||||||||||
| Shares |
| Amount |
| Capital |
| Retained Earnings |
| Total | |||||
Balance December 31, 2021 |
| | $ | | $ | | $ | | $ | | ||||
Reallocation of existing shares |
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| ( |
| — |
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Sale of common stock |
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| — |
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Net loss |
| — |
| — |
| — |
| ( |
| ( | ||||
Balance December 31, 2022 |
| | $ | | $ | | $ | | $ | | ||||
Net loss |
| — |
| — |
| — |
| ( |
| ( | ||||
Balance December 31, 2023 |
| | $ | | $ | | $ | ( | $ | ( |
The accompanying notes are an integral part of these audited consolidated financial statements.
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IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
| 2023 |
| 2022 | |||
Net loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used by operating activities: |
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Amortization of discount on note payable |
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Amortization of right of use asset |
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Depreciation and amortization |
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Provision for doubtful accounts |
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Change in fair value on embedded derivative |
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Gain on forgiveness of debt |
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Loss on factoring payable |
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Changes in working capital requirements: |
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Accounts receivable |
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Due from related party |
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Prepaid and other current assets |
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Deferred tax asset |
| ( |
| — | ||
Accounts payable |
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Accrued liabilities |
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Deferred revenue |
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Income taxes payable |
| ( |
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Deferred tax liability |
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Net cash from operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Acquisition of business, net cash received |
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Proceeds on note receivable, related party |
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Issuance of note receivable, related party |
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Deposits |
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Purchase of fixed assets |
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Net cash from investing activities |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from revolving line of credit |
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Proceeds from factoring payable |
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Proceeds from loan payable, related party |
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Payments on notes payable |
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Repayment on factoring payable |
| ( |
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Repayment on leased equipment |
| ( |
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Sale of common stock |
| — |
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Net cash from financing activities |
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CHANGE IN CASH AND CASH EQUIVALENTS |
| ( |
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CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
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CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | | $ | | ||
Supplemental disclosure of cash flow information |
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Cash paid for interest expense | $ | | $ | | ||
Cash paid for income taxes | $ | — | $ | — | ||
Non-cash investing and financing activities: |
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Right of use asset and liability | $ | | $ | | ||
Stock issued for acquisition | $ | — | $ | |
The accompanying notes are an integral part of these audited consolidated financial statements.
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IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1Organization and Description of Business
iDoc Telehealth Solutions, Inc. was incorporated in the state of Virginia on February 26, 2014. The Company subsequently changed its name to iDoc Virtual Telehealth Solutions, Inc. on September 10, 2018, and incorporated in the state of Texas. Encompass Healthcare Billing, LLC (“Encompass”), a wholly owned subsidiary, was incorporated on December 17, 2014, in the state of Colorado and was acquired by the Company on January 1, 2022 (iDoc Virtual Telehealth Solutions, Inc., and Subsidiary collectively referred to as the “Company,” or “iDoc”). The Company is headquartered in Houston, Texas and is one of the leading providers of tele-intensive acute care and tele-neurocritical care in high-value hospital environments. The Company leverages 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. The Company is a virtual health services management company responding to the need for rapid, effective treatment of emergency patients and the shortage of critical care experts. The Company operates as a single operating and reportable segment. Encompass is a nationwide full service medical billing service provider, specializing in intraoperative neuromonitoring services medical billing.
Note 2Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
The consolidated financial statements include the accounts of iDoc Virtual Telehealth Solutions, Inc., and its subsidiary, Encompass Healthcare Billing, LLC, a
The accompanying consolidated financial statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of December 31, 2023 and 2022, its results of operations, changes in stockholders’ (deficit) equity, and statements of cash flows for the years ended Decembers 31, 2023 and 2022, in conformity with U.S. GAAP.
Use of Estimates
The preparation of the Company’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts stated in the consolidated financial statements and accompanying notes. These judgments, estimates, and assumptions are used for, but not limited to, the determination of revenue recognition, the valuation of the Company’s common stock, allowance for doubtful accounts, and income taxes.
The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and best estimates and judgments routinely require adjustment. Actual results could differ from those estimates.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax basis and operating loss, capital loss, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and
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penalties related to unrecognized tax benefits as a component of general and administrative expenses. The Company’s federal tax return and any state tax returns are not currently under examination.
The Company has adopted Accounting Standards Codification (“ASC”) 740-10, Accounting for Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually from differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“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. The Company recognizes revenue using a five-step model:
1)Identify the contract(s) with a customer;
2)Identify the performance obligation(s) in the contract;
3)Determine the transaction price;
4)Allocate the transaction price to the performance obligations in the contract; and
5)Recognize revenue when (or as) it satisfies a performance obligation.
The Company derives revenue from business services associated with direct tele-physician provider patient fee services, telehealth services, and institutional services provided to our clients.
Patient Fees Services and Performance Obligation
All of the Company’s telemedicine contracts for patient reimbursement fees are directly billed through the Encompass healthcare billing services subsidiary. 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 Medicare program offers beneficiaries different ways to obtain medical benefits: (i) Medicare Part A, which covers, among other things, in-patient hospital, SNFs, home healthcare, and certain other types of healthcare services; (ii) Medicare Part B, which covers physicians’ services, outpatient services, durable medical equipment, and certain other types of items and healthcare services; (iii) Medicare Part C, also known as Medicare Advantage, which is a managed care option for beneficiaries who are entitled to Medicare Part A and enrolled in Medicare Part B; and (iv) Medicare Part D, which provides coverage for prescription drugs that are not otherwise covered under Medicare Part A or Part B for those beneficiaries that enroll.
The Company’s affiliated provider network is reimbursed by the 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.
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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. Our 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.
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
The Company enters into service contracts mainly in the following categories with hospitals or hospital systems, physician practice groups, and other users. The Company’s customer contracts typically range in length from
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 12-24h 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 consolidated financial statements. 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 one-time 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 one-time revenue when the start-up service is complete.
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 are 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 are included in institutional fees in the consolidated financial statements. The Company commences revenue recognition on EEG professional interpretation services when the Company satisfies its performance obligation to provide professional interpretation monthly.
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Encompass Healthcare Client Billing Services
The Company enters into contracts with hospitals, physician practice groups, and other users for billing services. Medical billing service fees include amounts charged for ongoing billing, clinical-related, and other related services and are generally billed to the customer as a percentage of total collections. The Company does not recognize revenue for business service fees until these collections are made, as the service fees are not fixed and determinable until such time. Medical billing service fees also include amounts charged to customers for generating and mailing patient statements and are recognized as the related services are performed. The Company’s clients typically purchase one-year contracts that renew automatically upon completion. In most cases, the clients may terminate their agreements with 90 days’ notice without cause. The Company typically retains the right to terminate client agreements in a similar timeframe. The Company’s clients are billed monthly, in arrears, based either upon a percentage of collections, minimum fees, flat fees, or per-claim fees where applicable. Invoices are generated within the first two weeks of the subsequent month and delivered to clients primarily by email.
Determination of Pricing for Services
The Company believes the quoted transaction prices in the customer contracts represent the stand- alone selling prices for each of the separate performance obligations which are distinct and priced separately within the contract. The transaction price for each service provided is independent and established in the contract and based on the duration of service provided or for a rate for service provided. Fees are established based on the service transferred to the client.
Telehealth and Institutional Services Contracts
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 health care 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 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, of at least
Patient Fee Contracts Involving Third-Party Payors
The Company receives payments from patients, third-party payers and others for patient fee services. Third-party payers pay the Company based on contracted rates or the entities’ billed charges. Payments received from third-party payers are generally less than billed charges. The Company receives less than its total established charges for its services. 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 payers and records an estimated contractual allowance to properly account for the differences between billed and reimbursed amounts.
Revenue from third-party payers 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 and the Company may be exposed to increases or decreases in revenue that could be material.
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Cost of Revenue
Cost of revenue consists primarily of expenses related to compensation-related expenses for the Company’s telehealth service providers, costs for third-party software and hardware services and independent medical providers, and other services used in connection with the delivery and support of the Company’s telehealth platform.
Going Concern
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred losses since inception and continues to have negative operating cash flows. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flows and, pending such achievement, future issuances of equity or other financings to fund ongoing operations. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classifications of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Transaction Expenses
On June 15, 2022, the Company entered into a business combination agreement with Digital Health Acquisition Company (“DHAC”), a Delaware blank check company established for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transaction with one or more businesses or entities, referred to as “targets.” On October 6, 2022, the business combination agreement was amended, and the Special Purchase Acquisition Company public offering transaction is ongoing. During the years ended December 31, 2023 and 2022, the Company incurred one-time transaction expenses related to the business combination of $
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of acquisition to be cash equivalents. The Company maintains its cash balances with commercial banks in non-interest-bearing accounts, which do not exceed the FDIC-insured limits. Cash and cash equivalents include cash held in checking and savings accounts. The carrying amount of its cash equivalents approximates its fair value due to the short maturities of these instruments.
Accounts Receivable and Credit losses
The Company carries its accounts receivable at net realizable value. The Company maintains an allowance for doubtful accounts for the estimated losses resulting from the inability of the Company’s clients to pay their invoices. Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which 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.
The allowance for doubtful accounts is calculated based on a general reserve for at-risk balances considering the Company’s ability to collect as well as the current credit conditions of third-party payers. The allowance for doubtful accounts was $
Prepaid Expenses
Prepaid expenses are costs that have been paid but are not yet used up or have not yet expired. As the amount expires, the current asset is reduced, and the amount of the reduction is reported as an expense on the consolidated statements of operations.
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Leases
The Company accounts for leases under ASU 2016-02, “Leases” (Topic 842). Based on this standard, the Company determines if an agreement is a lease at inception. Operating and finance leases are included in right-of-use asset, current portion of right-of-use liability, and right-of-use liability less current portion in the Company’s consolidated balance sheets. Operating and finance lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date.
As permitted under ASU 2016-02, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short-term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term.
Net Income (Loss) Per Common Share
The Company computes income (loss) per common share, in accordance with ASC Topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share. Basic income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding, plus the issuance of common shares, if dilutive, that could result from the exercise of outstanding stock options and warrants. No potential dilutive common shares are included in the computation of any diluted per share amount when a loss is reported.
Fair Value Measurements
ASC Topic 820, Fair Value Measurements, clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2: Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3: Inputs are unobservable inputs that reflect the reporting entity’s assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
Fair Value of Financial Instruments
ASC subtopic 825-10, Financial Instruments (“ASC 825-10”) requires disclosure of the fair value of certain financial instruments. The carrying value of cash and cash equivalents, accounts payable, and accrued liabilities as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. All other significant financial assets, financial liabilities, and equity instruments of the Company are either recognized or disclosed in the consolidated financial statements together with other information relevant to making a reasonable assessment of future cash flows, interest rate risk, and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. Derivative assets and liabilities are classified in the consolidated balance sheets as current or non-current based on whether net- cash settlement or conversion of the instrument could be required within 12 months of the consolidated balance sheet date. The Company has determined the early mandatory redemption provision in the Bridge Note as described in Note 8 is an embedded derivative instrument. ASC 470-20, “Debt with Conversion and Other Options” addresses the allocation of proceeds from the issuance of debt into its debt and embedded derivative components. The Company applies this guidance to allocate the Bridge Note proceeds
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between the Bridge Note and the Embedded Early Repayment option, using the residual method by allocating the principal first to fair value of the embedded derivative and then to the debt.
Fixed Assets
Fixed assets are recorded at historical cost. Depreciation is calculated on the straight-line method over the estimated useful lives of the respective assets, which is
Intangible Assets
Intangible assets are presented at fair value, net of amortization. The fair value is determined based on the appraised value of the asset. Amortization is calculated on the straight-line method over the
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. The Company recorded $
Original issue discount on Debt
When the Company issues notes payable with a face value higher than the proceeds it receives, it records the difference as a debt discount and amortizes the discount as interest expense over the life of the underlying note payable.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Credit Losses — Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 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. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and the adoption did not have a material impact on the consolidated financial statements.
In August 2021, the FASB issued ASU No. 2021-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2021-06”).
ASU 2021-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP.
Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. ASU 2021-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2021-06 is effective for the Company beginning January 1, 2024.
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Early adoption is permitted, but no earlier than January 1, 2022. Management is currently evaluating the effect of the adoption of ASU 2021-06 on the consolidated financial statements but currently does not believe ASU 2021-06 will have a significant impact on the Company’s consolidated financial statements.
Note 3Business Acquisition
Encompass Healthcare Billing, LLC
On January 1, 2022, the Company completed the acquisition of
The Acquisition agreement was amended during the year ended December 31, 2022 to a cash payment of $
Encompass is a nationwide full service medical billing service provider, specializing in intraoperative neuromonitoring services (“IONM”) medical billing. IONM medical billing is very complex compared to any other specialty billing. Encompass takes steps proactively to provide the payers with the information required to collect the proper reimbursement and is very successful in appealing the claims and getting the reimbursement on originally denied claims. The Company acquired Encompass to drive operational efficiencies and capture market growth in the IONM medical billing segment.
Consideration |
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Cash payment due | $ | | |
Total consideration | $ | | |
Fair values of identifiable net assets and liabilities: |
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| |
Assets |
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Cash | $ | | |
Accounts receivable |
| | |
Customer list |
| | |
Right-of -use asset |
| | |
Total assets |
| | |
Liabilities Accounts payable |
| | |
Right-of -use liability |
| | |
Total liabilities |
| | |
Total fair value of identifiable net assets and liabilities | $ | | |
Goodwill (consideration given minus fair value of identifiable net assets and liabilities) | $ | |
The Company analyzed the acquisition under applicable guidance and determined that the acquisition should be accounted for as a business combination in accordance with ASC 805, Business Combinations. The acquisition resulted in $
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Note 4Fixed Assets
The components of fixed assets are summarized below:
December 31, | December 31, | |||||
| 2023 |
| 2022 | |||
Office equipment | $ | | $ | | ||
Medical equipment |
| |
| | ||
Furniture |
| |
| — | ||
Leasehold improvements |
| |
| — | ||
| |
| | |||
Less accumulated. Depreciation |
| ( |
| ( | ||
Fixed Assets, net | $ | | $ | |
The Company recorded $
Note 5Intangible Assets
At December 31, 2023 and 2022, intangible assets consist of the following:
December 31, | December 31, | |||||
| 2023 |
| 2022 | |||
Goodwill (Business Combination – Note 3) | $ | — | $ | | ||
Customer list, net (Business Combination – Note 3) |
| — |
| | ||
Ending balance | $ | — | $ | |
During the year ending December 31, 2023, the Company determined these assets were impaired due to the operating losses of the acquired company, Encompass Healthcare Billing, LLC. The Company recognized $
Note 6Leases
Operating Leases
The Company leases office space in Boston, Massachusetts (“Massachusetts Lease”), Houston, Texas (“Texas Lease”), Atlanta, Georgia (“Georgia Lease”) and Lakewood, Colorado (“Colorado Lease”). The Company commenced a new Massachusetts lease on September 1, 2023, ending on August 31, 2028. The Texas Lease was renewed on February 1, 2022 and ends on January 31, 2027. The Georgia Lease commenced on May 25, 2021, and ended on June 24, 2022. The Company commenced a new Georgia lease on June 1, 2022, ending on May 31, 2027. The new Georgia leas was terminated on November 30, 2023. The Colorado Lease commenced on April 1, 2020, and ended on March 31, 2023. The monthly lease payments for the Massachusetts Lease are $
Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value is the Company’s incremental borrowing rate, estimated to be
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During the years ended December 31, 2023 and 2022, the Company recorded $
Operating right-of-use assets are summarized below.
| December 31, 2023 |
| December 31, 2022 | |||
Office Lease | $ | | $ | | ||
Less accumulated amortization |
| ( |
| ( | ||
Right-of-use, net | $ | | $ | |
Operating lease liabilities are summarized below:
| December 31, 2023 |
| December 31, 2022 | |||
Office Lease | $ | | $ | | ||
Less: current portion |
| ( |
| ( | ||
Long term portion | $ | | $ | |
Future minimum rent payments under the operating lease are as follows:
| Total | ||
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 |
| | |
Total future minimum lease payments |
| | |
Less imputed interest |
| ( | |
PV of Payments | $ | |
Finance Leases
Commencing during the year ended December 31, 2022, the Company leases office equipment under
Finance right-of-use assets are summarized below:
| December 31, 2023 |
| December 31, 2022 | |||
Equipment Lease | $ | | $ | | ||
Less accumulated amortization |
| ( |
| ( | ||
Right-of-use, net | $ | | $ | |
Finance lease liabilities are summarized below:
| December 31, 2023 |
| December 31, 2022 | |||
Equipment Lease | $ | | $ | | ||
Less: current portion |
| ( |
| ( | ||
Long term portion | $ | | $ | |
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Future minimum rent 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 |
| ( | |
PV of Payments | $ | |
Expenses incurred with respect to the Company’s finance leases during the years ended December 31, 2023 and 2022 which are included in general and administrative expenses on the consolidated statements of operations are set forth below.
December 31, | December 31, | |||||
| 2023 |
| 2022 | |||
Finance lease amortization | $ | | $ | | ||
Finance lease interest |
| |
| | ||
Total finance lease expense | $ | | $ | |
The weighted average remaining lease term and the weighted average discount rate on the finance leases at December 31, 2023 and 2022 are set forth below.
| December 31, |
| December 31, |
| |
2023 | 2022 | ||||
Weighted average remaining lease term | years | years | |||
Weighted average discount rate |
| | % | | % |
Note 7Factoring Payable
On June 21, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $
On July 28, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $
On October 13, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $
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generated by the Company. The Company recognized a loss on the sale of future receipts of $
On October 13, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $
On November 8, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $
On December 20, 2023, the Company entered into a Future Receipts Sale Agreement (“Agreement”) with a Purchasing Company (“Purchaser”) under which it sells future receipts without recourse. Under the terms of the agreement, the total dollar amount of future receipts being sold by the Company was $
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Note 8Line of Credit and Notes Payable
The following is a summary of the notes payable and line of credit as of December 31, 2023 and 2022:
December 31, | December 31, | |||||
Notes Payable & Line of Credit |
| 2023 |
| 2022 | ||
Note payable issued November 29, 2021 (Face Value: $ | $ | | $ | | ||
Line of credit issued November 29, 2021 (Face Value: $ |
| |
| | ||
Note payable issued December 1, 2021 (Face Value: $ |
| |
| | ||
Note payable issued October 6, 2022 (Face Value: $ |
| — |
| | ||
Note payable issued November 15, 2022 (Face Value: $ |
| |
| | ||
Note payable issued January 25, 2023 (Face Value: $ |
| |
| — | ||
Note payable issued February 14, 2023 and December 15, 2022 (Face Value: $ |
| |
| | ||
Note payable issued August 3, 2023 (Face Value: $ |
| |
| — | ||
Note payable issued August 18, 2023 (Face Value: $ |
| |
| — | ||
Note payable issued November 13, 2023 (Face Value: $ |
| |
| — | ||
Note payable issued November 30, 2023 (Face Value: $ |
| |
| — | ||
Total notes payable and line of credit |
| |
| | ||
Less: unamortized discount on notes payable |
| — |
| ( | ||
Less: current portion |
| ( |
| ( | ||
Total notes payable and line of credit | $ | | $ | |
Required principal payments under the company’s notes payable and line of credit 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 | $ | |
Notes Payable
On November 29, 2021, the Company received a $
On December 1, 2021, the Company received a promissory note from a bank in the amount of $
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On October 6, 2022, in connection with the execution of a Business Combination Agreement, the Company entered into a securities purchase agreement (“The Agreement”) with an accredited investor (“Holder”), issued and sold to such investor a
Concurrently with the execution of the Business Combination Agreement, on October 6, 2022, Digital Health Acquisition Company (‘DHAC”) entered into an Amended and Restated Securities Purchase Agreement (the “PIPE Securities Purchase Agreement”) with certain investors (the “PIPE Investors”). If the PIPE Financing closes in connection with the closing of the Business Combination,
The Bridge Note has a mandatory default payment of
The Company reviewed the contingent early repayment option granted in the Bridge Note under ASC 815 and concluded that as a result of the significant discount granted in the note, the contingent mandatory repayment provision is therefore considered an embedded derivative. Accordingly, in accordance with ASC 470-20, the Company allocated the Bridge Note proceeds between the Bridge Note and the Embedded Early Mandatory Repayment option, 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 issuance was $
On October 5, 2023, the Company defaulted on the Bridge Note and accordingly the default provision were allocated and applied resulting in the triggering of
An Exchange Agreement (this “Agreement”) was dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the holders.
The Holder beneficially own and hold (i) a promissory note of DHAC in the principal amount (including the original issue discount of $
The Holder has agreed to purchase from VSee and iDoc, their respective shares of common stock, in exchange of the principal amount (excluding the original issue discount of $
The Holder, severally and not jointly, desire to, upon consummation of the Business Combination, exchange all amounts currently due and owing (the “Original Notes Amount”) under (i) the DHAC Note, (ii)the VSee Note other than the principal amount of $
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As a result of the Exchange Agreement, DHAC assumed The Company’s default interest of $
As of December 31, 2023 and 2022, the Bridge note net of unamortized debt discount was $
On November 15, 2022, the Company received a $
On December 15, 2022, the Company received a
On January 25, 2023, the Company received a
On August 3, 2023, the Company received a
On August 18, 2023, the Company received a
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greater of
On November 13, 2023, the Company received a
On November 30, 2023, the Company received a note payable from a lender with a purchase price of $
Line of credit amendment
On November 29, 2021, the Company received a revolving line of credit from the same bank as the $
Note 9Fair Value Measurements
The following table presents fair value information as of December 31, 2023 and 2022 of the Company’s financial liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
December 31, 2023 | ||||||||||||
| Carrying value |
| (Level 1) |
| (Level 2) |
| (Level 3) | |||||
Liabilities: |
|
|
|
|
|
|
|
| ||||
Bridge Note – Embedded Derivative | $ | — | $ | — | $ | — | $ | — | ||||
Total | $ | — | $ | — | $ | — | $ | — |
December 31, 2022 | ||||||||||||
| Carrying value |
| (Level 1) |
| (Level 2) |
| (Level 3) | |||||
Liabilities: |
|
|
|
|
|
|
|
| ||||
Bridge Note – Embedded Derivative | $ | | $ | — | $ | — | $ | | ||||
Total | $ | | $ | — | $ | — | $ | |
Measurement
Bridge Note Embedded Derivative
The Company established the initial fair value for the Bridge Note Embedded Derivative as of October 5, 2022, which was the date the Bridge Note was executed. As a result of the exchange agreement on November 21, 2023, the carrying balance of the Bridge
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note and related default interest, as well as the carrying balance of the bifurcated derivative, was offset with the fair value of the stock payable. The fair value of the Embedded Derivative was remeasured as of November 21, 2023 and December 31, 2022. As such, the Company used a Probability Weighted Expected Return Method (“PWERM”) that fair values the early termination/repayment features of the debt. The PWERM is a multi-step process in which value is estimated based on the probability-weighted present value of various future outcomes. The PWERM was used to value the Bridge Note Embedded Derivative for the initial periods and subsequent measurement periods.
The Bridge Note Embedded Derivative was classified within Level 3 of the fair value hierarchy at the initial measurement date and as of November 21, 2023 and December 31, 2022 due to the use of unobservable inputs. The key inputs into the simulation model for the Bridge Note Embedded Derivative were as follows at November 21, 2023, December 31, 2022 and October 5, 2022:
November 21, | December 31, | October 5, |
| ||||
| 2023 |
| 2022 |
| 2022 |
| |
CCC bond rates |
| — |
| | % | | % |
Probability of early termination/repayment – BC not completed |
| — |
| | % | | % |
Probability of early termination/repayment – BC completed or PIPE completed |
| — |
| | % | | % |
Probability of completing a business combination by March 31, 2023 |
| — |
| | % | | % |
Probability of completing a business combination by June 30, 2023 |
| — |
| | % | | % |
Implied volatility |
| | % | | % | | % |
Risk free rate |
| | % | | % | | % |
The change in the fair value of the Level 3 financial liabilities for the years ended December 31, 2023 and 2022 are summarized as follows:
December 31, | December 31, | |||||
| 2023 |
| 2022 | |||
Bridge Note Embedded Derivative, Beginning Fair Value | $ | | $ | — | ||
Fair value at October 5, 2022 (Initial measurement) |
| — |
| | ||
Change in fair value |
| ( |
| | ||
Derivative adjustment from the Exchange Agreement (Note 8) |
| ( |
| — | ||
Bridge Note Embedded Derivative, Ending Fair Value | $ | — | $ | |
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
Note 10Related Party
During the years ended December 31, 2023 and 2022, the Company advanced $
The Company paid and incurred $
On May 15, 2023, the Company received a promissory note with a principal balance of $
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Note 11Commitments, Contingencies, and Concentration Risk
Contingencies
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies. Litigation and contingency accruals are based on our assessment, including advice of legal counsel, regarding the expected outcome of litigation or other dispute resolution proceedings. If the Company determines that an unfavorable outcome is probable and can be reasonably assessed, it establishes the necessary accruals. As of December 31, 2023 and 2022, the Company has $
The Company entered into a purchase agreement with a vendor to purchase twenty (
The Company has a promissory note with an accredited investor to make payments on the promissory notes (Note 9). The accredited investor is entitled to payments for the lifetime use (to include initial lease term and any extension terms) of the first
On November 1, 2023, the Company entered a forbearance agreement related to the promissory note and line of credit issued November 29, 2021, and the Company’s finance leases. Per the agreement, effective November 1, 2023, interest is payable monthly at
On November 21, 2023, the Company entered into a Securities Purchase Agreement (“SPA”) with an accredited investor to purchase from the Company
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 December 31, 2023 and 2022, 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 (“FDIC”). At times, cash deposits may exceed federally insured limits.
Major Customer Concentration
The Company has
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Note 12Income Taxes
The components of income tax expense for the years ended December 31 were as follows:
Consolidated income statement |
| December 31, 2023 |
| December 31, 2022 | ||
Current income Tax: |
|
|
|
| ||
Current tax on profits | $ | ( | $ | ( | ||
Tax regarding prior years |
| |
| — | ||
Deferred tax: |
|
|
|
| ||
Deferred taxation – current year |
| |
| ( | ||
Deferred taxation – prior years |
| ( |
| | ||
Income tax benefit (expense) reported in the income statement | $ | | $ | ( |
A reconciliation follows between tax expense and the product of accounting profit multiplied by the United States domestic tax rate for the years ended December 31, 2023 and 2022:
| December 31, 2023 |
| December 31, 2022 | |||
Accounting loss income before tax from continuing operations | $ | ( | $ | ( | ||
Accounting loss before income tax |
| ( |
| ( | ||
Federal income tax benefit (expense) at statutory income tax rate of |
| |
| | ||
State income tax benefit (expense), net of federal benefit |
| |
| | ||
Remeasurement of deferred taxes due to US tax legislative changes |
| — |
| — | ||
Permanent differences, net |
| ( |
| ( | ||
Deferred tax true-up |
| ( |
| | ||
Other |
| |
| — | ||
Total | $ | | $ | ( |
Deferred tax
Deferred tax is comprised of the following:
| December 31, 2023 |
| December 31, 2022 | |||
Non-current |
|
|
|
| ||
Cash to accrual | $ | ( | $ | ( | ||
Right of use assets |
| ( |
| ( | ||
Right of use liabilities |
| |
| | ||
NOL carryforward |
| |
| | ||
Interest expense disallowance |
| — |
| — | ||
Fixed assets |
| ( |
| ( | ||
Deferred revenue |
| |
| — | ||
Charitable contribution carryover |
| |
| — | ||
Net deferred tax assets (liabilities) | $ | | $ | ( |
Reconciliation of deferred tax assets (liabilities), net
| December 31, 2023 |
| December 31, 2022 | |||
Opening balance | $ | ( | $ | | ||
Tax benefit/(expense) during the period recognized in profit or loss |
| |
| ( | ||
Reclass from current taxes payable |
| |
| ( | ||
Deferred tax true up |
| ( |
| | ||
Closing balance | $ | | $ | ( |
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The Company offsets tax assets and liabilities only if it has a legally enforceable right to set off current tax assets and current tax liabilities, and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. The Company has US federal and State of Georgia and Colorado tax losses totaling $
As of December 31, 2023 and 2022, the Company had
Note 13Subsequent Events
In accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2023, through the date when the consolidated financial statements were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.
On February 13, 2024, the Company amended the November 21, 2023, “SPA” with the accredited investor. Under the amended SPA, in connection with the Business Combination, VSee Health will assume the contingent liability. Under the amended SPA, the accredited investor will purchase from VSee Health
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:
EXPENSE |
| AMOUNT | ||
SEC registration fee | $ | 910 | ||
Legal fees and expenses | $ | 100,000 | * | |
Accounting fees and expenses | $ | 10,000 | * | |
Printing and engraving expenses | $ | 5,000 | * | |
Miscellaneous expenses | $ | 2,500 | * | |
Total | $ | 118,410 | * |
* | Estimated Expenses. |
Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides, in general, that a corporation incorporated under the laws of the State of Delaware, as we are, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will be made in respect of any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.
Section 102(b)(7) of the DGCL permits a corporation to provide in its charter that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for payments of unlawful dividends or unlawful stock purchases or redemptions or (4) for any transaction from which the director derived an improper personal benefit. The current certificate of incorporation, as amended, of the registrant provide for such limitation of liability.
We have entered into indemnification agreements with each of our directors and executive officers in which we have agreed to indemnify and hold harmless, and also advance expenses as incurred, to the fullest extent permitted under applicable law, against all expenses, losses and liabilities incurred by the indemnitee or on the indemnitee’s behalf arising from the fact that such person is or was a director, officer, employee or agent of our company or our subsidiaries.
The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, our certificate of incorporation, as amended, our bylaws, as amended, any agreement, any vote of stockholders or disinterested directors or otherwise.
II-1
Item 15. Recent Sales of Unregistered Securities.
The following sets forth information regarding all unregistered securities sold by the registrant in the three years preceding the date of this registration statement. This information has been retroactively adjusted to reflect the reverse stock splits for all periods presented. Unless otherwise indicated, all issuances of shares were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and no underwriting discounts or commissions were paid with respect to the issuance of the securities.
On June 7, 2021, the initial stockholders of DHAC purchased an aggregate of 4,312,500 founder shares in exchange for a capital contribution of $25,000. On October 26, 2021, the sponsor, officers and certain advisors of DHAC forfeited an aggregate of 1,437,500 founder shares and up to 375,000 founder shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was exercised. Simultaneously with the closing of DHAC’s IPO, the sponsor of DHAC purchased 557,000 private placement units. Such units were separated at the Closing of the Business Combination into one private warrant in the Company exercisable to purchase one share of Common Stock at $12.50 per share and one share of Common Stock.
On October 5, 2022, DHAC, VSee Lab, iDoc and the Bridge Investor entered into the Original Bridge SPA, pursuant to which DHAC, VSee Lab and iDoc each issued and sold to such investor 10% original issue discount senior secured promissory notes due October 5, 2023 (the Bridge Note) in the respective principal amount of $888,888.80 (the “DHAC Bridge Notes”), $666,666.60 (the “VSee Lab Bridge Notes”) and $666,666.60 (the “iDoc Bridge Notes”) for an aggregate principal amount of $2,222,222. In connection with the purchase of the Bridge Notes, DHAC issued the investor (i) 173,913 warrants, each representing the right to purchase one share of DHAC common stock at an initial exercise price of $11.50, subject to certain adjustments and (ii) 30,000 shares of DHAC common stock, whereby the respective warrants and shares of DHAC common stock were redesignated as warrants and shares of Common Stock of the Company at the Closing.
On October 26, 2022, DHAC issued an unsecured promissory note in the aggregate principal amount of $350,000 to Digital Health Sponsor LLC (the “Sponsor”). As further described below, on November 21, 2023, DHAC and certain creditors including the Sponsor entered into certain loan conversion securities purchase agreements whereby such note with the Sponsor was converted into the right to receive Series A Preferred Shares of the Company and the Company issued such Series A Preferred Shares at the Closing of the Business Combination.
On November 3, 2022, DHAC and A.G.P./Alliance Global Partners (the “AGP”) entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company will issue 4,370 shares of its Series B Convertible Preferred Stock (the “Series B Preferred Stock”), at a per share price of $1,000 to AGP upon the closing of the transactions contemplated by the Business Combination Agreement in full satisfaction of AGP’s $4,370,000 deferred underwriting fee payable by the Company to AGP pursuant to the Underwriting Agreement, dated November 3, 2021, between the Company and AGP. On November 21, 2023, the parties entered into an amendment to the Purchase Agreement pursuant to which DHAC would issue Series A Preferred Stocks at a per share price of $1,000 to AGP at the Closing of the Business Combination. On June 24, 2024, upon the Closing of the Business Combination, the Company issued 4,370 shares of Series A Preferred Stocks to AGP.
In February 2023, DHAC issued an unsecured promissory note to SCS Capital Partners LLC, pursuant to which the Company may borrow up to an aggregate principal amount of $250,000. The promissory note was non-interest bearing and shall be used to pay for general operating expenses. On August 17, 2023, the promissory note was amended and restated to allow for an additional $315,000, in the aggregate of $565,000. In addition, on May 5, 2023, the Company issued a promissory note to SCS Capital Partners LLC in the aggregate principal amount of $200,000. The note bears interest at a rate of 10% per annum. As further described below, on November 21, 2023, DHAC and certain creditors including SCS Capital Partners LLC entered into certain loan conversion securities purchase agreements whereby such notes with SCS Capital Partners LLC were converted into the right to receive Series A Preferred Shares of the Company and the Company issued such Series A Preferred Shares to SCS Capital Partners LLC at the Closing of the Business Combination. Such Series A Preferred Stocks are convertible into shares of the Company Common Stock.
II-2
On May 5, 2023 and as amended on April 17, 2024, DHAC entered into a securities purchase agreement (the “Extension Purchase Agreement”) with an institutional investor (the “Holder”). Pursuant to the Extension Purchase Agreement, DHAC issued the Holder a 16.67% original issue discount promissory note, in favor of the Holder, in the aggregate principal amount of $300,000 (the “Extension Note”). The Extension Note was paid off at the Closing of the Business Combination. In connection with the purchase of the Extension Note, DHAC issued the investor (i) 26,086 Warrants, each representing the right to purchase one share of the Company’s Common Stock at an initial exercise price of $11.50, subject to certain adjustments and (ii) 7,000 shares of the Company Common Stock as additional consideration for the purchase of the Extension Note and the warrants.
Pursuant to certain securities purchase agreements entered into on November 21, 2023, (the “Loan Conversion SPAs”), by and among DHAC, VSee Lab and/or iDoc with certain lenders of each of DHAC, VSee Lab and iDoc, certain indebtedness of each of DHAC, VSee Lab and iDoc was converted into shares of Series A Preferred Stocks of VSee Health. On June 24, 2024, upon Closing of the Business Combination, the Company issued in aggregate 1,788 Series A Preferred Stock to such lenders. Such Series A Preferred Stocks are convertible into shares of the Company Common Stock.
Pursuant to certain securities purchase agreements entered into on November 21, 2023 and as further amended and restated on February 13, 2024 (the “A&R Loan Conversion SPAs”), by and among DHAC, VSee Lab and/or iDoc and certain lenders (including the Bridge Investor), following assumption and conversion of the underlying loans, on June 24, 2024, upon Closing of the Business Combination, the Company issued 892,500 shares of Common Stock to such lenders.
Pursuant to the exchange agreement entered by and among DHAC, VSee Lab and iDoc on November 21, 2023, the Company consummated the exchange of the Bridge Note (excluding $600,000 of the respective VSee Lab Bridge Note and the iDoc Bridge Note) with an aggregate principle value of $2,523,744.29 (the “Exchange Note”). On June 24, 2024, upon Closing of the Business Combination, the Company issued the Exchange Note to the Bridge Investor. The Exchange Note will bear interest at a rate of 8.00% per annum and will be convertible into shares of the Company Common Stock at a fixed conversion price of $10 per share.
Pursuant to the convertible note purchase agreement (the “Quantum Purchase Agreement”) entered by and between DHAC and an institutional and accredited investor (the “Quantum Investor”) on November 21, 2023, the Company issued and sold to the Quantum Investor a 7% original issue discount convertible promissory note (the “Quantum Note”) in the aggregate principal amount of $3,000,000 on June 25, 2024 and as further amended on July 3, 2024. The Quantum Note will bear interest at rate of 12% per annum and are convertible into shares of the Company Common Stock at (1) a fixed conversion price of $10 per share; or (2) 85% of the lowest daily VWAP (as defined in the Quantum Note) during the seven (7) consecutive trading days immediately preceding the date of conversion or other date of determination.
On November 21, 2023, DHAC entered into an equity purchase agreement (the “Equity Purchase Agreement”) with an institutional and accredited investor pursuant to which the Company may sell and issue to the investor, and the investor is obligated to purchase from DHAC, up to $50,000,000 of its newly issued shares of the Company’s Common Stock, from time to time over a 36-month period beginning from the sixth (6th) trading day following the Closing of the Business Combination transaction. In connection with the Equity Purchase Agreement, on July 2, 2024, the Company issued a senior unsecured note in a principal amount of $500,000 that is payable only in shares of the Company’s Common Stock at an initial price of $10 per share to the investor.
On September 30, 2024, the Company entered into the Ascent Purchase Agreement with Ascent, who is an affiliate of the Bridge Investor. Pursuant to the Ascent Purchase Agreement, the Company agreed to issue Ascent the Ascent Note in the aggregate original principal amount of $2,222,222.22, which was secured by the assets of the Company and guaranteed by each of the Company, VSee Lab and iDoc. The Ascent Note bears interest at a rate of 10.00% per annum and will be convertible into shares of Common Stock at an initial fixed conversion price of $2.00 per share. The Ascent Note is convertible into fully paid and non-assessable shares of Common Stock at any time after the original issue date.
On November 8, 2024, SCS and the Company executed a securities purchase agreement whereby certain working capital funds in the aggregate amount of $405,000 previously advanced by SCS to the Company were converted into 202,500 shares of Common Stock.
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Item 16. Exhibits and Financial Statement Schedules
The financial statements filed as part of this registration statement are listed in the index to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.
Exhibit No. |
| Description |
---|---|---|
2.1 | ||
2.2 | ||
2.3 | ||
3.1 | ||
3.2 | ||
3.3 | ||
4.1 | ||
4.2 | ||
4.2(a)* | Warrant Amendment dated November 8, 2024 to the Warrant issued on October 5, 2022. | |
4.3 | ||
4.4 | ||
4.4(a)* | Warrant Amendment dated November 8, 2024 to the Warrant issued on September 30, 2024. | |
5.1* | ||
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 | ||
10.10 | ||
10.11 | ||
10.12 | ||
10.13 | ||
10.14 | ||
10.15 | ||
10.16 | ||
10.17 | ||
10.18 | ||
10.19 | ||
10.20 | ||
10.21 | ||
10.22 | ||
10.23 | ||
10.24 |
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Exhibit No. |
| Description |
---|---|---|
10.25 | ||
10.26 | ||
10.27 | ||
10.28 | ||
10.29 | ||
10.30 | ||
10.31 | ||
10.32 | ||
10.33 | ||
10.34 | ||
10.35 | ||
10.36 | ||
10.37 | ||
10.38 | ||
10.39 | ||
10.40 | ||
10.41+ | ||
10.42+† | ||
10.43 | ||
10.44 |
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Exhibit No. |
| Description |
---|---|---|
10.45 | ||
10.46 | ||
10.47* | ||
10.48* | Lock-Up Agreement entered with Quantum Assets SPV, LLC on November 8, 2024. | |
16.1 | ||
23.1 | ||
23.2 | Consent of Accell Audit & Compliance, PA, independent registered accounting firm for VSee Lab, Inc. | |
23.3 | ||
23.4* | Consent of Manatt, Phelps, and Phillips LLP (included in Exhibit 5.1) | |
24.1* | Power of Attorney (included on signature page to the initial filing of the Registration Statement) | |
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. | |
107* |
+ | Indicates management contract or compensatory plan or arrangement. |
† | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
* | Previously filed. |
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Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§ 230.430A of Title 17 of the Code of Federal Regulations), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of Title 17 of the Code of Federal Regulations); |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
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(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(6) | The undersigned registrant hereby undertakes that: |
(i) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus filed by the undersigned registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and |
(ii) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(7) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Boca Raton, Florida as of November 19, 2024.
VSEE HEALTH, INC. | ||
By: | /s/ Imoigele Aisiku | |
Imoigele Aisiku | ||
Co-Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
/s/ Imoigele Aisiku | Co-Chief Executive Officer, and Director | November 19, 2024 | ||
Imoigele Aisiku | (Principal Executive Officer) | |||
* | Co-Chief Executive Officer, and Director | November 19, 2024 | ||
Milton Chen | (Principal Executive Officer) | |||
* | Chief Financial Officer | November 19, 2024 | ||
Jerry Leonard | (Principal Financial Officer) | |||
* | Director | November 19, 2024 | ||
Kevin Lowdermilk | ||||
* | Director | November 19, 2024 | ||
Scott Metzger | ||||
* | Director | November 19, 2024 | ||
Collin O’Sullivan | ||||
* | Director | November 19, 2024 | ||
Cydonii V. Fairfax | ||||
* | Director | November 19, 2024 | ||
David L. Wickersham | ||||
*By: /s/ Imoigele Aisiku | ||||
Imoigele Aisiku | ||||
Attorney-in-fact |
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