Amendment: SEC Form SCHEDULE 13D/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 13D
Under the Securities Exchange Act of 1934
(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) |
Lawrence Sands c/o Digital Health Sponsor, LLC, 980 N. Federal Highway, #304 Boca Raton, FL, 33432 561-672-7068 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/21/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 92919Y102 |
| 1 |
Name of reporting person
LAWRENCE SANDS | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
961,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of: (i) 500,000 shares of common stock of the Issuer and 765 shares of Series A preferred stock convertible into 382,500 shares of the Issuer held by SCS Capital Partners LLC; and (ii) 2,500 shares of common stock of the Issuer and 153 shares of Series A preferred stock convertible into 76,500 shares of common stock of the Issuer held by SCS, LLC. Mr. Sands is the sole manager and sole member of each of SCS Capital Partners LLC and SCS, LLC.
SCHEDULE 13D
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| CUSIP No. | 92919Y102 |
| 1 |
Name of reporting person
DIGITAL HEALTH SPONSOR, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 92919Y102 |
| 1 |
Name of reporting person
SCS CAPITAL PARTNERS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
882,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(2) Consists of 500,000 shares of common stock of the Issuer and 765 shares of Series A preferred stock convertible into 382,500 shares of the Issuer held by SCS Capital Partners, LLC.
SCHEDULE 13D
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| CUSIP No. | 92919Y102 |
| 1 |
Name of reporting person
SCS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
79,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(3) Consists of 2,500 shares of common stock of the Issuer and 153 shares of Series A preferred stock convertible into 76,500 shares of common stock of the Issuer held by SCS, LLC.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
VSEE HEALTH, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
980 N. Federal Highway, #304, Boca Raton,
FLORIDA
, 33432. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed by Digital Health Sponsor, LLC, SCS Capital Management, LLC, SCS, LLC and Lawrence M. Sands (each of the foregoing, individually, a "Reporting Person", and collectively, the "Reporting Persons") with respect to the beneficial ownership of the Reporting Persons in VSee Health, Inc. a Delaware corporation (the "Issuer"). This Amendment is being filed to supplement and update the information set forth in the Schedule 13D as previously filed on July 1, 2024 (the "Original Schedule 13D"). Each Item included in this Amendment amends and restates the information disclosed in the corresponding Item of the Original Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meanings herein as are ascribed to such terms in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Names of reporting persons: Lawrence M. Sands, Digital Health Sponsor, LLC, SCS Capital Partners, LLC, and SCS, LLC. | |
| (b) | Residence or business address: 980 N. Federal Highway, #304, Boca Raton, FL 33432 | |
| (c) | Present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted: Lawrence Sands is the sole manager of Digital Health Sponsor LLC, and the sole member and sole manager of each of SCS Capital Partners, LLC and SCS, LLC. The principal address of each of the foregoing is 980 N. Federal Highway, #304, Boca Raton, FL 33432. | |
| (d) | The reporting persons have not, during the last five years been convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors) | |
| (e) | The reporting person have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction pursuant to which the reporting person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Citizenship: Mr. Sands is a citizen of the United States of America. Each of Digital Health Sponsor, LLC and SCS Capital Partners, LLC is a Delaware limited liability company. SCS, LLC is a Florida limited liability company. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Aggregate number and percentage of class beneficially owned:
Series A Aggregate No.
Series A Preferred as Shares of
Common Preferred converted to Warrant Common Percentage
Stock Stock Common Stock Shares Stock of Class (1)
Lawrence Sands 502,000 918 459,000 0 961,000 2.9%
Digital Health
Sponsor, LLC 0 0 0 0 0 0.0%
SCS Capital
Partners, LLC 500,000 765 382,500 0 882,500 2.7%
SCS, LLC 2,500 153 76,500 0 79,000 0.2%
(1) Based on 32,289,750 shares of common stock issued and outstanding as of December 2, 2025. | |
| (b) | All of the shares of common stock reported in this Amendment are held directly by SCS Capital Partners, LLC or SCS, LLC. Lawrence M. Sands, in his capacity as the sole member and the sole manager of each of SCS Capital Partners, LLC and SCS, LLC, has sole voting and investment power with respect to the shares reported herein that are held by such entities. | |
| (c) | On July 21, 2025, Digital Health Sponsor, LLC distributed 2,073,250 shares of the common stock of the Issuer to its members on a pro rata basis for no consideration. On October 28, 2025, Digital Health Sponsor, LLC distributed warrants to purchase up to 557,000 shares of the common stock of the Issuer to its members on a pro rata basis for no consideration. On November 6, 2025, Digital Health Sponsor, LLC distributed 557,000 shares of the common stock of the Issuer to its members on a pro rata basis for no consideration. On November 7, 2025, Digital Health Sponsor, LLC distributed 350 shares of the Series A preferred stock of the Issuer to its members on a pro rata basis for no consideration. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| 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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