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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VSEE Health, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
92919Y102 (CUSIP Number) |
10/01/2025 (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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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)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
CONNECTICUT
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
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)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00 | ||||||||
10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
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)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00 | ||||||||
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)
9.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
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)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00 | ||||||||
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)
9.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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CUSIP No. | 92919Y102 |
1 | Names of Reporting Persons
Ascent Partners LLC | ||||||||
2 | Check the appropriate box if a member of a Group (see instructions)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00 | ||||||||
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)
9.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
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)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
FLORIDA
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00 | ||||||||
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)
9.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
OO |
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)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00 | ||||||||
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)
9.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
HC, IN |
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)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00 | ||||||||
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)
9.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
HC, IN |
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)
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3 | Sec Use Only | ||||||||
4 | Citizenship or Place of Organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,816,389.00 | ||||||||
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)
9.9 % | ||||||||
12 | Type of Reporting Person (See Instructions)
HC, IN |
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. | |
(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 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: | |
(a) | ![]() | |
(b) | ![]() | |
(c) | ![]() | |
(d) | ![]() | |
(e) | ![]() | |
(f) | ![]() | |
(g) | ![]() | |
(h) | ![]() | |
(i) | ![]() | |
(j) | ![]() please specify the type of institution: | |
(k) | ![]() | |
Item 4. | Ownership | |
(a) | Amount beneficially owned:
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) 16,422,690 shares of Common Stock outstanding as reported by the issuer in its Annual Report, plus 600,000 shares of Common Stock converted by Dominion Capital on September 3, 2025, for a total of 17,022,690 shares outstanding; including an aggregate of 200,000 shares of Common Stock directly held by Ascent and an aggregate of 457,000 shares of Common Stock directly held by Dominion as of September 30, 2025, and (ii) shares of Common Stock issuable upon conversion of certain convertible promissory notes of the issuer (the "Convertible Notes"), the exercise of certain common stock purchase warrants of the issuer (the "Warrants"), as applicable to each Reporting Person, each subject to the Blocker (as defined below).
As of September 30, 2025, Dominion and Ascent each directly hold certain of the Convertible Notes, as applicable, which are currently convertible into an aggregate of 1,626,022 and 1,111,112, respectively, shares of Common Stock, which are in each case, subject to a 9.99% beneficial ownership limitation provision contained therein (a "Blocker"). As of September 30, 2025, Dominion and Ascent each directly hold the Warrants, which are exercisable to purchase an aggregate of 173,913 and 740,741, respectively, shares of Common Stock, which are in each case, subject to a Blocker. 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 and the Warrants.
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.
On September 30, 2025, Dominion Capital and Ascent each sent a notice under each of their respective Warrants and Convertible Notes to increase the applicable Blocker provision in each such Warrant and Convertible Note to 9.99% (combined across all agreements), which notice was acknowledged by the issuer and shall be effective on the 61st day thereafter. | |
(b) | Percent of class:
9.99% | |
(c) | Number of shares as to which the person has:
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(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: 1,816,389.00
(B) Dominion GP: 1,816,389.00
(C) Dominion Holdings: 1,816,389.00
(D) Ascent: 1,816,389.00
(E) AP: 1,816,389.00
(F) Masada: 1,816,389.00
(G) Mikhail Gurevich: 1,816,389.00
(H) Gennadiy Gurevich: 1,816,389.00
(I) Alon Brenner: 1,816,389.00 | ||
(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: 1,816,389.00
(B) Dominion GP: 1,816,389.00
(C) Dominion Holdings: 1,816,389.00
(D) Ascent: 1,816,389.00
(E) AP: 1,816,389.00
(F) Masada: 1,816,389.00
(G) Mikhail Gurevich: 1,816,389.00
(H) Gennadiy Gurevich: 1,816,389.00
(I) Alon Brenner: 1,816,389.00 | ||
Item 5. | Ownership of 5 Percent or Less of a Class. | |
Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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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
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Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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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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