VSEE HEALTH, INC. (VSEE)
CIK 1864531 · all EDGAR filings →
Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.
Shares outstanding over time
Latest: 56.7M shares as of Aug 12, 2026 (10-Q).⊙
Cash runway
Going-concern warning
auditor flagged substantial doubt
The company itself flagged going-concern doubt in a filing.
Full breakdown: cash runway tool
Warrants
| Tranche | Warrants | Exercise price | Term | Notes |
|---|---|---|---|---|
| Common Stock Warrants | 19.7M | $0.61 | — | — |
| Public Warrants | 9.9M | $11.5 | — | — |
| Pre Funded Warrant | 9.8M | not tagged | — | — |
| Private Placement With Armistice | 9.8M | $0.0001 | — | — |
| Warrant Exchange Agreement | 1.6M | $11.5 | — | — |
| September2024 Warrants | 740,741 | $2.25 | — | — |
| Private Warrants | 557,000 | $11.5 | — | — |
| Bridge Warrants | 173,913 | $11.5 | 5y | — |
| Extension Warrants | 26,086 | $11.5 | 5y | — |
| Public and Private Warrants | not tagged | not tagged | 5y | — |
| September2024 Note Warrants | not tagged | $2.25 | 5y | — |
| DHAC Assumed Warrants | not tagged | $0.0001 | — | — |
Tranches exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.
Warrants outstanding: 31.1M underlying shares, as reported Jun 30, 2026 (10-Q).
Reported exercise price: $4.39 (aggregate figure as tagged; individual tranches vary).
Rough fully diluted estimate: 87.8M = 56.7M O/S + 31.1M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.
Convertible notes
| Note | Principal | Carrying | Conv. price | Rate | If converted |
|---|---|---|---|---|---|
| Quantum Note | $3.0M | — | $10 | 12% | ~300,000 sh |
| Quantum Convertible Note | $3.0M | — | not tagged | — | — |
| October 2025 Quantum Convertible Note | $3.0M | — | not tagged | — | — |
| September 2024 Convertible Note | $2.2M | — | $2 | 15% | ~1.1M sh |
| May 2026 Quantum Convertible Note | $399,364 | — | not tagged | — | — |
| Vanquish Funding Convertible Note | $295,550 | — | not tagged | — | — |
| ADI Funding Convertible Note | $271,739 | — | not tagged | — | — |
| October 2025 Convertible Note | $217,391 | — | not tagged | — | — |
| May 2025 Convertible Promissory Note | $216,871 | — | not tagged | — | — |
| May 2025 Convertible Note | $216,871 | — | not tagged | 5% | — |
| March 2025 Convertible Note | $108,696 | — | $2 | — | ~54,348 sh |
| October 212025 Convertible Note | $108,696 | — | not tagged | — | — |
If every note above converted at its tagged price: ~1.5M new shares on 56.7M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.
Notes exactly as the company dimensioned them in its 10-Q filed Aug 14, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.
Fully diluted build-up
Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.
| Shares outstanding | 56.7M | Aug 12, 2026 |
| + Common Stock Warrants (if exercised) | 19.7M | Jun 30, 2026 |
| + Public Warrants (if exercised) | 9.9M | Jun 30, 2026 |
| + Pre Funded Warrant (if exercised) | 9.8M | Dec 31, 2025 |
| + Private Placement With Armistice (if exercised) | 9.8M | Nov 25, 2025 |
| + Warrant Exchange Agreement (if exercised) | 1.6M | Oct 29, 2025 |
| + September2024 Warrants (if exercised) | 740,741 | Jun 30, 2026 |
| + Private Warrants (if exercised) | 557,000 | Jun 30, 2026 |
| + Bridge Warrants (if exercised) | 173,913 | Jun 30, 2026 |
| + Extension Warrants (if exercised) | 26,086 | Jun 30, 2026 |
| + Quantum Note (if fully converted) | 300,000 | Nov 21, 2023 |
| + September 2024 Convertible Note (if fully converted) | 1.1M | Oct 31, 2025 |
| + March 2025 Convertible Note (if fully converted) | 54,348 | Mar 20, 2025 |
| Fully diluted estimate | 110.5M | +94.9% vs O/S |
Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.
Registrations and offerings
Registered offering capacity on live registrations: $20.9Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted
Last 12 months: 11 executed · 2 registered.
Full history and shelf status: offering checker · S-3 shelf checker
Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.
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