SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
VSee Health, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
92919Y102
(CUSIP Number)
June 24, 2024
(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)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 92919Y102 | 13G | Page 2 of 11 Pages |
| 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, United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER
803,913 (1) | |
| 7. | SOLE DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER
803,913 (1) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,913 (1) |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% (1)(2) |
| 12. | TYPE OF REPORTING PERSON (see instructions) OO |
| (1) | As more fully described in Item 4, 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 include the number of shares of Common Stock that would be issuable upon full exercise of a common stock purchase warrant of the issuer (the “Warrant”) directly held by the reporting person and do not give effect to any conversion of certain convertible promissory notes directly held by the reporting person (collectively, the “Notes”), which Notes are each subject to a 4.99% beneficial ownership limitation provision contained therein (a “Blocker”). |
| (2) | The percentage is based on (i) 14,692,820 shares of Common Stock outstanding, as reported by the issuer in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 28, 2024 (the “Form 8-K”), and (ii) 173,913 shares of Common Stock issuable upon full exercise of the Warrant directly held by the reporting person. |
| CUSIP No. 92919Y102 | 13G | Page 3 of 11 Pages |
| 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, United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER
803,913 (1) | |
| 7. | SOLE DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER
803,913 (1) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,913 (1) |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% (1)(2) |
| 12. | TYPE OF REPORTING PERSON (see instructions) OO |
| (1) | As more fully described in Item 4, 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 include the number of shares of Common Stock that would be issuable upon full exercise of the Warrant indirectly held by the reporting person and do not give effect to any conversion of the Notes indirectly held by the reporting person, which Notes are each subject to a Blocker. |
| (2) | The percentage is based on (i) 14,692,820 shares of Common Stock outstanding as reported in the Form 8-K, and (ii) 173,913 shares of Common Stock issuable upon full exercise of the Warrant indirectly held by the reporting person. |
| CUSIP No. 92919Y102 | 13G | Page 4 of 11 Pages |
| 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, United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER
803,913 (1) | |
| 7. | SOLE DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER
803,913 (1) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,913 (1) |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% (1)(2) |
| 12. | TYPE OF REPORTING PERSON (see instructions) OO |
| (1) | As more fully described in Item 4, 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 include the number of shares of Common Stock that would be issuable upon full exercise of the Warrant indirectly held by the reporting person and do not give effect to any conversion of the Notes indirectly held by the reporting person, which Notes are each subject to a Blocker.
|
| (2) | The percentage is based on (i) 14,692,820 shares of Common Stock outstanding, as reported in the Form 8-K and (ii) 173,913 shares of Common Stock issuable upon full exercise of the Warrant indirectly held by the reporting person. |
| CUSIP No. 92919Y102 | 13G | Page 5 of 11 Pages |
| 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 | 5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER
803,913 (1) | |
| 7. | SOLE DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER
803,913 (1) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,913 (1) |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% (1)(2) |
| 12. | TYPE OF REPORTING PERSON (see instructions) HC, IN |
| (1) | As more fully described in Item 4, 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 include the number of shares of Common Stock that would be issuable upon full exercise of the Warrant indirectly held by the reporting person and do not give effect to any conversion of the Notes indirectly held by the reporting person, which Notes are each subject to a Blocker. |
| (2) | The percentage is based on (i) 14,692,820 shares of Common Stock outstanding, as reported in the Form 8-K, and (ii) 173,913 shares of Common Stock issuable upon full exercise of the Warrant indirectly held by the reporting person. |
| CUSIP No. 92919Y102 | 13G | Page 6 of 11 Pages |
| 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 | 5. | SOLE VOTING POWER 0 |
| 6. | SHARED VOTING POWER
803,913 (1) | |
| 7. | SOLE DISPOSITIVE POWER 0 | |
| 8. | SHARED DISPOSITIVE POWER
803,913 (1) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,913 (1) |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% (1)(2) |
| 12. | TYPE OF REPORTING PERSON (see instructions) HC, IN |
| (1) | As more fully described in Item 4, 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 include the number of shares of Common Stock that would be issuable upon full exercise of the Warrant indirectly held by the reporting person and do not give effect to any conversion of the Notes indirectly held by the reporting person, which Notes are each subject to a Blocker. |
| (2) | The percentage is based on (i) 14,692,820 shares of Common Stock outstanding, as reported in the Form 8-K, and (ii) 173,913 shares of Common Stock issuable upon full exercise of the Warrant indirectly held by the reporting person. |
| CUSIP No. 92919Y102 | 13G | Page 7 of 11 Pages |
Item 1(a). Name of Issuer:
VSee Health, Inc. (the “Issuer”).
Item 1(b). Address of Issuer’s Principal Executive Offices:
The Issuer’s principal executive offices are located at 980 N Federal Hwy #304, Boca Raton, Florida 33432.
Item 2(a). Names of Persons 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) Mikhail Gurevich; and
(v) Gennadiy Gurevich. |
The foregoing persons are hereinafter collectively referred to as the “Reporting Persons”. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Statement on Schedule 13G (the “Schedule 13G”), pursuant to which the Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is 256 West 38th Street, 15th Floor, New York, NY 10018.
Item 2(c). Citizenship:
Dominion is a Connecticut limited liability company. Each of Dominion GP and Dominion Holdings is a Delaware limited liability company. Each of Mikhail Gurevich and Gennadiy Gurevich is a citizen of the United States.
Item 2(d). Title of Class of Securities:
The title of the class of securities to which the Schedule 13G relates is the Issuer’s common stock, par value $0.0001 per share (the “Common Stock”).
Item 2(e). CUSIP Number: 92919Y102
| CUSIP No. 92919Y102 | 13G | Page 8 of 11 Pages |
Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
Not applicable.
Item 4. Ownership.
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 Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on (i) 14,692,820 shares of Common Stock, as reported by the issuer in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 28, 2024, including 630,000 shares of Common Stock directly held by Dominion, and (ii) up to 173,913 shares of Common Stock issuable upon full exercise of a common stock purchase warrant of the Issuer (the “Warrant”) directly held by Dominion.
As of July 5, 2024, Dominion directly holds convertible promissory notes of the Issuer convertible into an aggregate of 320,375 shares of Common Stock (such notes collectively, the “Convertible Notes”), which are in each case, subject to a 4.99% beneficial ownership limitation provision contained therein (a “Blocker”). Due to the Blockers, assuming that the Warrant is fully exercised prior to any conversion of the Convertible Notes, Dominion is prohibited from converting the Convertible Notes into shares of Common Stock. The percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page for each Reporting Person give effect to the Blockers in the Convertible Notes. Consequently, as of July 5, 2024, each of the Reporting Persons are not deemed to be beneficial owners of the shares of Common Stock issuable upon any conversion of the Convertible Notes.
Dominion is the beneficial owner of 803,913 shares of Common Stock (the “Shares”). Dominion has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its manager, Dominion GP. Dominion Holdings is the manager of Dominion GP. Each of the managers of Dominion Holdings, Mikhail Gurevich and Gennadiy Gurevich has shared power to vote and/or dispose of the Shares beneficially owned by Dominion, Dominion GP and Dominion Holdings. Neither Mikhail Gurevich nor Gennadiy Gurevich directly owns the Shares. By reason of the provisions of Rule 13d-3 of the Act, each of Mikhail Gurevich and Gennadiy Gurevich may be deemed to beneficially own the Shares which are beneficially owned by each of Dominion, Dominion GP and Dominion Holdings, Dominion Holdings may be deemed to beneficially own the Shares which are beneficially owned by each of Dominion and Dominion GP, and Dominion GP may be deemed to beneficially own the Shares which are beneficially owned by Dominion.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
| CUSIP No. 92919Y102 | 13G | Page 9 of 11 Pages |
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below each of the Reporting Persons certify that, to the best of each of their 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.
| CUSIP No. 92919Y102 | 13G | Page 10 of 11 Pages |
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.
| Date: July 5, 2024 | DOMINION CAPITAL LLC | |
| By: | Dominion Capital GP LLC, | |
| its Manager | ||
| By: | Dominion Capital Holdings LLC, | |
| its Manager | ||
| By: | /s/ Mikhail Gurevich | |
| Name: Mikhail Gurevich | ||
| Title: Managing Member | ||
| DOMINION CAPITAL GP LLC | ||
| By: | Dominion Capital Holdings LLC, | |
| its Manager | ||
| By: | /s/ Mikhail Gurevich | |
| Name: Mikhail Gurevich | ||
| Title: Managing Member | ||
| DOMINION CAPITAL HOLDINGS LLC | ||
| By: | /s/ Mikhail Gurevich | |
| Name: Mikhail Gurevich | ||
| Title: Managing Member | ||
| /s/ Mikhail Gurevich | ||
| Mikhail Gurevich | ||
| /s/ Gennadiy Gurevich | ||
| Gennadiy Gurevich | ||
| CUSIP No. 92919Y102 | 13G | Page 11 of 11 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to such statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
| Date: July 5, 2024 | DOMINION CAPITAL LLC | |
| By: | Dominion Capital GP LLC, | |
| its Manager | ||
| By: | Dominion Capital Holdings LLC, | |
| its Manager | ||
| By: | /s/ Mikhail Gurevich | |
| Name: Mikhail Gurevich | ||
| Title: Managing Member | ||
| DOMINION CAPITAL GP LLC | ||
| By: | Dominion Capital Holdings LLC, | |
| its Manager | ||
| By: | /s/ Mikhail Gurevich | |
| Name: Mikhail Gurevich | ||
| Title: Managing Member | ||
| DOMINION CAPITAL HOLDINGS LLC | ||
| By: | /s/ Mikhail Gurevich | |
| Name: Mikhail Gurevich | ||
| Title: Managing Member | ||
| /s/ Mikhail Gurevich | ||
| Mikhail Gurevich | ||
| /s/ Gennadiy Gurevich | ||
| Gennadiy Gurevich | ||