Director — Scott Metzger: A director resigned from the board and compensation committee without any stated disagreement, representing a standard board departure.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on September 24, 2025, VSee Health, Inc. (the “Company”), received a written notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with the continued listing requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), which requires listed companies…

Entry into a Material Definitive Agreement. Labrys Convertible Promissory Note Financing On June 30, 2026, VSee Health, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Labrys SPA”) with an institutional investor (“Labrys”). Pursuant to the Labrys SPA, the Company issued to Labrys an unsecured convertible promissory note in the aggregate principal amount of $336,000 (including the original issue discount of $36,000) (the “Labrys Note”). The Labr…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

The Labrys Note, including the shares of common stock issuable upon conversion thereof, will be issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, because the offer and sale of such securities do not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met. Neither this Current Report on Form 8-K nor…

Entry into a Material Definitive Agreement. On July 21, 2026, VSee Health, Inc., a Delaware corporation (the “Company”) entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with ADI Funding LLC (“ADI”) and M2B Funding Corp. (“M2B”, together with the Company and ADI, the “Parties”). ADI is the holder of certain outstanding indebtedness of the Company pursuant to a Secured Promissory Note dated June 8, 2026, in the original principal amount of $271,739.13 (the “Ex…

The Settlement Notes and Settlement Shares being issued in the connection with the Settlement Agreement were be issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met. Neither this Current Repo…

Entry into a Material Definitive Agreement. ClearThink Convertible Note Financing On June 22, 2026, VSee Health, Inc., a Delaware corporation (the “Company”) entered into a securities purchase agreement (the “ClearThink SPA”) with an institutional investor (“ClearThink”). Pursuant to the ClearThink SPA, the Company issued to ClearThink an unsecured convertible note in the aggregate principal amount of $280,000 (including the original issue discount of $30,000) (the “ClearThink Note”). The Cle…

The ClearThink Note and Vanquish Note, including the shares of common stock issuable upon conversion thereof, will be issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, because the offer and sale of such securities do not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met. Neither this Current…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

but not otherwise defined herein shall have the meanings ascribed to them in the Promissory Note. Pursuant to Section 2.2 of the Promissory Note, the Company has ten (10) Trading Days from the occurrence of the Event of Default to cure the default. If the default is not fully cured within the applicable cure period, the Holder may exercise all rights and remedies available under the transaction documents, including acceleration of the debt, enforcement of collateral rights, recovery of attorn…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Unregistered Sales of Equity Securities. The disclosure set forth above in

Entry into a Material Definitive Agreement. Standby Equity Purchase Agreement On June 2, 2026 (the “Effective Date”), VSee Health, Inc. (the “Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”). Capitalized terms used herein, but not otherwise defined, have the meaning given to such terms in the SEPA, a copy of which is filed herewith as Exhibit 10.1. Pursuant to the SEPA, and upon the satisfacti…

Entry into a Material Definitive Agreement. Note Financing On June 8, 2026, VSee Health, Inc., a Delaware corporation (the “Company”) entered into a securities purchase agreement (the “SPA”) with an institutional investor (the “Holder”). Pursuant to the SPA, the Company issued the holder an 8% original issue discount secured promissory note in favor of the Holder, in the aggregate principal amount of $271,739.13 (including the original issue discount of $21,739.13) (the “Promissory Note”). Th…

The Promissory Note to be issued in the connection with the Purchase Agreement will be issued in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met. Neither this Current Report on Form 8-K nor any o…

Chief Executive Officer — Mr. Chen: Mr. Chen resigned and was replaced by Dr. Imoigele Aisiku.

The Common Stock to be issued in the connection with the Purchase Agreement will be issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder, because the offer and sale of such securities does not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met. Neither this Current Report on Form 8-K nor any of th…

Entry into a Material Definitive Agreement. On May 31, 2026, VSee Health, Inc., a Delaware corporation (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Milton Chen, the Company’s co-Chief Executive Officer and Chairman of the Board and the Chief Executive Officer of VSee Lab, Inc., a Delaware Corporation and wholly-owned subsidiary of the Company (“VSee Lab”). Pursuant to the Purchase Agreement, Mr. Chen agreed to purchase, and the Company agreed to sell…

Filed as Exhibit 99.1 to this Current Report on Form 8-K is the unaudited pro forma condensed consolidated balance sheet of the Company as of March 31, 2026 and the unaudited pro forma condensed consolidated statements of operations of the Company for the three months ended March 31, 2026, and the year ended December 31, 2025, in each case giving effect to the transaction described under

Entry into a Material Definitive Agreement. Managed Services Agreement On December 26, 2025, VSee Health, Inc., a Delaware Corporation (the “Company”) and iDoc Virtual Telehealth Solutions, Inc., a Texas Corporation and wholly-owned subsidiary of the Company, entered into a Managed Services Agreement with GoMyRx, Inc., a Wyoming corporation (“GMRx”), a digital prescription fulfillment platform and affiliate company of the GoMyDocs healthcare ecosystem (the “MSA”). Pursuant to the MSA, the Com…

Entry into a Material Definitive Agreement. On November 25, 2025, VSee Health, Inc. (the “Company”) and a single institutional and accredited investor (the “Purchaser”) entered into a securities purchase agreement (the “Purchase Agreement”), pursuant to which the Company agreed to sell to the Purchaser an aggregate of 9,836,065 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), or pre-funded warrants exercisable for $0.0001 per share in li…

The Company will issue the Shares, the Pre-Funded Warrants, the Warrants, the Pre-Funded Warrant Shares and the Warrant Shares in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Regulation D promulgated thereunder. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from t…

Entry into a Material Definitive Agreement On November 13, 2025, VSee Health, Inc. (the “ Company ”), entered into an exchange agreement (the “ Agreement ”) with an accredited institutional investor (the “ Holder ”), whereby the Holder agreed to exchange a certain promissory note, in the principal amount (including the original issue discount of $55,555.56) of $555,555.56 and with a current balance of $611,878.22, for 941,352 shares of the Company’s common stock, par value $0.0001 per share.…

Unregistered Sales of Equity Securities The information set forth in “