Vsee Health Inc

This management proposal asks stockholders to grant approval under Nasdaq Listing Rule 5635(d) for the issuance of common stock (and securities convertible or exercisable into common stock) to certain holders of common stock purchase warrants issued in a private placement. Management is seeking approval because, if the Investor exercises the full amount of the warrants issued under the Purchase Agreement, the resulting issuance of shares would exceed 20% of the Company’s currently outstanding common stock, triggering Nasdaq’s requirement for stockholder approval. The Private Offering closed on December 1, 2025, and the Purchase Agreement contemplates the sale of up to 9,836,065 shares (or pre-funded warrants) and accompanying warrants exercisable for up to 19,672,130 shares for gross proceeds of approximately $6.0 million, with the warrants exercisable at $0.61 per share and expiring five years from initial exercise. The Company has filed a registration statement to cover resale of the issued securities and agreed to use commercially reasonable efforts to have it declared effective within specified timeframes; the Purchase Agreement also includes customary lock-up, anti-dilution and offering-related restrictions and placement agent fees. The Board recommends approval on the grounds that stockholder approval is required by Nasdaq rules to permit the exercise and issuance and that the financing provides capital and investor support; the recommendation emphasizes compliance with listing rules and the Company’s contractual obligations under the Purchase Agreement. Key governance and shareholder considerations include substantial potential dilution (issuances in excess of 20%), placement agent compensation (7% cash fee plus expenses), and lock-up agreements by directors and officers. The Purchase Agreement also limits the Company’s ability to issue other equity or variable rate transactions for specified periods and requires periodic stockholder meetings every 90 days if approval is not obtained, which could create recurrent solicitation events. In evaluating this proposal, a sophisticated analyst should weigh the near-term capital infusion and execution risk mitigation against meaningful dilution to existing holders and the contractual limitations imposed on future financings and share issuance.

This management proposal requests authority to adjourn the Special Meeting, if necessary, to allow additional time to solicit proxies and obtain the votes required to approve the Private Placement Proposal or address other vote-related contingencies. The adjournment mechanism is an administrative measure commonly used when a quorum exists but the votes in favor of a substantive proposal are insufficient; it permits the Company to continue outreach to holders without reissuing new meeting notices or convening a wholly new meeting. The Board recommends approval because, given that the Private Placement Proposal is non-routine and broker non-votes may occur, an adjournment could be required to marshal sufficient affirmative votes for approval. The adjournment would not change the substantive rights of stockholders but could delay the implementation of the Private Offering or the exercise of the related warrants until approval is obtained. The charter and Delaware law limit how long and how the Company can adjourn, and the chairman has discretion to adjourn, which mitigates procedural uncertainty. From a governance perspective, investors should view this as a contingency planning tool beneficial to orderly conduct of the vote, but also note the potential for repeated solicitation cycles if approval is not obtained, per the Purchase Agreement’s requirement to call meetings every 90 days until approval or expiration of the warrants. A sophisticated reviewer should weigh the benign procedural nature of the adjournment against the risk of protracted approval processes that could affect timing of the capital infusion and associated dilution.