Amendment: SEC Form SCHEDULE 13G/A filed by VSee Health Inc.
$VSEE
Medical/Nursing Services
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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VSEE Health, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
92919Y102 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 92919Y102 |
| 1 | Names of Reporting Persons
Dominion Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CONNECTICUT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No. 1 to statement on Schedule 13G (this ''Amendment No.1''), the percentage set forth on row (11) above and the number of shares of common stock, par value $0.0001 per share, of the issuer (the "Common Stock") set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as closing shares (the "Closing Shares") as a part of the Promissory Note executed on March 20, 2025 (the "Promissory Note"), and (y) the shares of Common Stock issuable upon the exercise of certain common stock purchase warrants of the issuer directly and indirectly held by the Reporting Person (collectively, the "Warrants").
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus, filed with the U.S. Securities and Exchange Commission (the ''SEC'') on January 8, 2026 (the "Prospectus"). The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
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| CUSIP No. | 92919Y102 |
| 1 | Names of Reporting Persons
Dominion Capital GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
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| CUSIP No. | 92919Y102 |
| 1 | Names of Reporting Persons
Dominion Capital Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
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| CUSIP No. | 92919Y102 |
| 1 | Names of Reporting Persons
Ascent Partners Fund LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
|
| CUSIP No. | 92919Y102 |
| 1 | Names of Reporting Persons
Ascent Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
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| CUSIP No. | 92919Y102 |
| 1 | Names of Reporting Persons
Masada Group Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
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| CUSIP No. | 92919Y102 |
| 1 | Names of Reporting Persons
Mikhail Gurevich | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
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| CUSIP No. | 92919Y102 |
| 1 | Names of Reporting Persons
Gennadiy Gurevich | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
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| CUSIP No. | 92919Y102 |
| 1 | Names of Reporting Persons
Alon Brenner | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,014,654.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: (1) As more fully described in Item 4 of this Amendment No.1, the percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes (x) 100,000 shares issued as Closing Shares as a part of the Promissory Note executed on March 20, 2025, and (y) the exercise of the Warrants.
(2) In Row (11) the percentage is based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus. The reporting person no longer beneficially owns 5% or more of the securities and accordingly this constitutes an exit filing for the reporting person.
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
VSEE Health, Inc. |
| (b) | Address of issuer's principal executive offices:
980 N Federal Hwy #304, Boca Raton, Florida 33432. |
| Item 2. | |
| (a) | Name of person filing:
(i) Dominion Capital LLC, a Connecticut limited liability company ("Dominion"); (ii) Dominion Capital GP LLC, a Delaware limited liability company ("Dominion GP"); (iii) Dominion Capital Holdings LLC, a Delaware limited liability company ("Dominion Holdings"); (iv) Ascent Partners Fund LLC, a Delaware limited liability company ("Ascent"); (v) Ascent Partners LLC, a Delaware limited liability company ("AP"); (vi) Masada Group Holdings LLC, a Florida limited liability company ("Masada"); (vii) Mikhail Gurevich; (viii) Gennadiy Gurevich; and (ix) Alon Brenner.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G, filed with the SEC on October 1, 2025 (the "Schedule 13G"), pursuant to which the Reporting Persons have agreed to file this Amendment No. 1 and all subsequent amendments to the Schedule 13G and this Amendment No. 1 jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 1 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the Common Stock reported herein. |
| (b) | Address or principal business office or, if none, residence:
256 West 38th Street, 15th Floor, New York 10018. |
| (c) | Citizenship:
Each of Dominion GP, Dominion Holdings, Ascent and AP is a Delaware limited liability company. Dominion is a Connecticut limited liability company. Masada is a Florida limited liability company. Each of Mikhail Gurevich, Gennadiy Gurevich, and Alon Brenner is a citizen of the United States. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
92919Y102 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The purpose of this Amendment No. 1 is to amend and supplement the Schedule 13G and Amendment No. 1 in order to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G, including to indicate that each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the shares of the outstanding shares of Common Stock and to amend Item 5 of the Schedule 13G accordingly. This Amendment No. 1 constitutes an exit filing for each of the Reporting Persons.
The information required by this item with respect to each Reporting Person is set forth on rows 5 through 9 and 11 of the cover page to this Amendment No.1 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on (i) 33,193,140 shares of Common Stock outstanding as of December 26, 2025, as reported by the issuer in its Prospectus.
As of December 31, 2025, Ascent directly holds 100,000 shares of common stock as part of the Promissory Note issued on March 20, 2025. As of December 31, 2025, Dominion and Ascent each directly hold certain common stock purchase warrants of the issuer, which are exercisable to purchase an aggregate of 173,913 and 740,741, respectively, shares of Common Stock.
As of December 31, 2025, certain convertible promissory notes were paid off by the issuer to Dominion and Ascent.
Each of Mikhail Gurevich and Gennadiy Gurevich manages Dominion Holdings, Dominion GP, Dominion Capital, AP and Ascent. Dominion Holdings manages Dominion Capital, Dominion GP, AP and Ascent. Dominion GP manages Dominion Capital, AP and Ascent. Dominion Capital manages AP and Ascent. Alon Brenner manages Masada, AP and Ascent. Masada manages AP and Ascent. AP manages Ascent. Ascent has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it. Each of Mikhail Gurevich, Gennadiy Gurevich, Dominion Holdings, Dominion GP, Dominion Capital, Masada, Alon Brenner and AP may be deemed to beneficially own, and have the power to vote, the shares of Common Stock beneficially owned by Ascent and the other companies they are listed above as managing. |
| (b) | Percent of class:
2.97 % |
| (c) | Number of shares as to which the person has:
|
| (i) Sole power to vote or to direct the vote:
(A) Dominion: 0.00 (B) Dominion GP: 0.00 (C) Dominion Holdings: 0.00 (D) Ascent: 0.00 (E) AP: 0.00 (F) Masada: 0.00 (G) Mikhail Gurevich: 0.00 (H) Gennadiy Gurevich: 0.00 (I) Alon Brenner: 0.00 | |
| (ii) Shared power to vote or to direct the vote:
(A) Dominion: 1,014,654.00 (B) Dominion GP: 1,014,654.00 (C) Dominion Holdings: 1,014,654.00 (D) Ascent: 1,014,654.00 (E) AP: 1,014,654.00 (F) Masada: 1,014,654.00 (G) Mikhail Gurevich: 1,014,654.00 (H) Gennadiy Gurevich: 1,014,654.00 (I) Alon Brenner: 1,014,654.00 | |
| (iii) Sole power to dispose or to direct the disposition of:
(A) Dominion: 0.00 (B) Dominion GP: 0.00 (C) Dominion Holdings: 0.00 (D) Ascent: 0.00 (E) AP: 0.00 (F) Masada: 0.00 (G) Mikhail Gurevich: 0.00 (H) Gennadiy Gurevich: 0.00 (I) Alon Brenner: 0.00 | |
| (iv) Shared power to dispose or to direct the disposition of:
(A) Dominion: 1,014,654.00 (B) Dominion GP: 1,014,654.00 (C) Dominion Holdings: 1,014,654.00 (D) Ascent: 1,014,654.00 (E) AP: 1,014,654.00 (F) Masada: 1,014,654.00 (G) Mikhail Gurevich: 1,014,654.00 (H) Gennadiy Gurevich: 1,014,654.00 (I) Alon Brenner: 1,014,654.00 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
|
Ownership of 5 percent or less of a class
| |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
| |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
| |
| Item 8. | Identification and Classification of Members of the Group. |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G. | |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
|
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated October 1, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on October 1, 2025).