Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB
August 14 2024 - 3:31PM
Edgar (US Regulatory)
SEC
FILE NUMBER: 001-41015
CUSIP
NUMBER: 92919Y102
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): |
¨ Form 10-K |
¨ Form 20-F |
¨ Form 11-K |
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x
Form 10-Q |
¨ Form 10-D |
¨ Form N-SAR |
¨
Form N-CSR |
For Period Ended: June 30, 2024
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¨ |
Transition Report on Form 10-K |
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¨ |
Transition Report on Form 20-F |
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¨ |
Transition Report on Form 11-K |
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¨ |
Transition Report on Form 10-Q |
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¨ |
Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the
filing checked above, identify the item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
VSee Health, Inc.
Full Name of Registrant
Digital Health
Acquisition Corp.
Former Name if Applicable
980 N Federal
Hwy #304
Address of Principal Executive Office (Street
and Number)
Boca Raton, FL
33432
City, State and Zip Code
PART II – RULES 12b-25(b) AND
(c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate.)
x |
(a) |
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail why the Form 10-K,
20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period. (Attach
extra sheets if needed.)
VSee Health, Inc. (the “Company”)
could not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (the “Form 10-Q”)
without unreasonable effort or expense because the Company requires additional time to complete the final review of its financial statements
and other disclosures in the Form 10-Q. The Company is working diligently to complete its Form 10-Q for such period as soon
as possible and currently expects to file the Form 10-Q within the five-day extension period provided under Rule 12b-25 of the
Securities Exchange Act of 1934, as amended.
PART IV – OTHER INFORMATION
(1) |
Name and telephone number of person to contact in regard to this notification: |
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Jerry Leonard
Chief Financial Officer |
516 |
672-7068 |
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Name |
(Area Code) |
(Telephone Number) |
(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). |
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x Yes ¨
No |
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
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x Yes ¨ No |
If so: attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
The Company is in the process of completing valuations
related to the acquisition of iDoc Virtual Telehealth Solutions, Inc., a Texas corporation in the de-SPAC transaction back in June 2024
under the Accounting Standards Codification. The change in consolidated results of operations will be finalized once the valuations are
complete. When completed, the Company will be able to finalize the preparation of, and its independent registered accountants can complete
the examination on, the consolidated financial statements for the fiscal quarter ended June 30, 2024.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Form 12b-25 includes “forward-looking
statements,” which may be identified by the use of words such as “anticipates,” “will,” “believes,”
“intends,” “plans,” “expects” and other similar words and expressions that predict or indicate future
events or trends that are not statements of historical matters. These forward-looking statements include statements and expectations about
the Company’s results and the timing of the filing of its Quarterly Report on Form 10-Q for the period ended June 30,
2024. Forward-looking statements are based on information available at the time those statements are made and/or management’s good
faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance
or results to differ materially from those expressed in or suggested by the forward-looking statements. Such risks and uncertainties include,
without limitation, the risk that, upon completion of further procedures, the financial results for the period ended June 30, 2024
are different than the information described in this Form 12b-25, and the risk that the Company is unable to complete its closing
procedures in a timely manner to file its Quarterly Report on Form 10-Q, as well as those risks and uncertainties described in the
sections entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K with the Securities and
Exchange Commission (“SEC”) and similar disclosures in subsequent periodic and current reports filed with the SEC, which are
available on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak
only as of the date on which they are made. The Company disclaims any obligation to update or correct any forward-looking statements made
herein due to the occurrence of events after the issuance of this report except as required under federal securities laws.
VSee Health, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: |
August 14, 2024 |
By: |
/s/ Jerry Leonard |
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Name: Jerry Leonard |
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Title: Chief Financial Officer |
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