Form 8-K

8-K — VSEE HEALTH, INC.

Accession: 0001185185-26-002359

Filed: 2026-06-05

Period: 2026-05-31

CIK: 0001864531

SIC: 8000 (SERVICES-HEALTH SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — vsee8k060526.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (vseeex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (vseeex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: vsee8k060526.htm · Sequence: 1

false

0001864531

2026-05-31

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VSEE:CommonStock0.0001ParValuePerShareMember

2026-05-31

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VSEE:WarrantsWhichEntitlesHolderToPurchaseOne1ShareOfCommonStockAtPriceOf11.50PerWholeShareMember

2026-05-31

iso4217:USD

xbrli:shares

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xbrli:shares

UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 5, 2026 (May 31, 2026)

VSEE

HEALTH, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41015

86-2970927

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

980

N Federal Hwy #304

Boca Raton, Florida

33432

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (561) 672-7068

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title

of each class

Trading

Symbol

Name

of each exchange on

which registered

Common

Stock, $0.0001 par value per share

VSEE

The

Nasdaq Stock Market LLC

Warrants,

which entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share

VSEEW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 Entry

into a Material Definitive Agreement.

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 to Mr. Chen, on the May 31, 2026 (the “Closing

Date”), all of the equity securities of VSee Lab (the “VSee Lab Stock”), free and clear of all liens and encumbrances.

Under the Purchase Agreement, Mr. Chen is solely responsible for causing the Company to satisfy any and all indebtedness and other liabilities

of VSee Lab that are not paid as of the closing contemplated by the Purchase Agreement (the “Closing”) and the Company will

have no obligation with respect thereto. Notwithstanding, the Company will retain, pay, perform and discharge and remain solely responsible

for, any and all liabilities, obligations or commitments of VSee Lab or relating to the ownership or operation of VSee Lab related to

any period, event, circumstance or condition occurring prior to the Closing Date, including any liabilities relating to taxes for any

and all taxes attributable to any taxable period ending on or before the Closing Date and the portion through the Closing Date for any

taxable period that includes, but does not end, on the Closing Date, other than sales and use taxes accrued at the company level, which

will remain an obligation of VSee Lab, regardless of the time period of when such obligation were incurred and except to the extent expressly

assumed by Mr. Chen pursuant to the Purchase Agreement.

consideration for the VSee Lab Stock and the mutual release of liability set forth in the Purchase Agreement, Mr. Chen has agreed to

transfer to the Company all of the common stock, par value $0.0001 per share (the “Common Stock”), of the Company that he

currently owns, or 2,870,069 shares of Common Stock. In connection with the execution of the Purchase Agreement, Mr. Chen resigned as

co-Chief Executive Officer and chairman of the board of directors of the Company, effective as of the Closing Date.

The

foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the

Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

2.01 Completion

of Acquisition or Disposition of Assets

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.01.

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 Item 1.01 of this

Current Report on Form 8-K.

Item

3.02 Unregistered

Sales of Equity Securities.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.

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

the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the shares of Common Stock or any other securities

of the Company.

Item

5.02 Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

The

information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.02.

Mr. Chen’s resignation was not because of any

disagreement between Mr. Chen and the Company on any matter relating to the Company’s operations, policies or practices. Concurrently

with Mr. Chen’s resignation, Dr. Imoigele Aisiku, the Company’s co-Chief Executive Officer, was appointed as the sole Chief

Executive Officer and the chairman of the board of directors of the Company, effective immediately.

Item

9.01 Financial

Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Stock Purchase Agreement, dated May 31, 2026, by and between VSee Health, Inc. and Milton Chen.

99.1

Unaudited pro forma condensed consolidated balance sheet of VSee Health Inc. as of March 31, 2026, and the unaudited pro forma condensed consolidated statements of operations of VSee Health Inc. for the three months ended March 31, 2026, and the year ended December 31, 2025.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed

on its behalf by the undersigned hereunto duly authorized.

Dated:

June 5, 2026

VSEE

HEALTH, INC.

By:

/s/

Imoigele Aisiku

Name:

Imoigele

Aisiku

Title:

Chief

Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: vseeex10-1.htm · Sequence: 2

Exhibit 10.1

STOCK

PURCHASE AGREEMENT

This

STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of May 31, 2026, by and between VSee Health, Inc., a Delaware

corporation (“VSee Health”) and Milton Chen, an individual (“Chen” and, together with VSee Health,

the “Parties” and, each individually, a “Party”).

RECITALS

WHEREAS,

VSee Health owns one hundred percent (100%) of the equity securities (the “Company Stock”) of VSee Lab, Inc., a Delaware

corporation (the “Company”), which was founded by Chen in 2008 and acquired by VSee Health in 2022;

WHEREAS,

the Parties acknowledge that Chen is a founder of the Company and is entering into this Agreement in connection with a negotiated separation

and restructuring of ownership and management of the Company;

WHEREAS,

Chen (a) owns 2,870,069 shares of common stock of VSee Health, par value $0.0001 per share (the “Chen VSee Stock”)

and (b) is the (i) co-chief executive officer and chairman of the board of VSee Health and (ii) chief executive officer of the Company;

WHEREAS,

VSee Health desires to sell, and Chen desires to purchase, all of the Company Stock, upon the terms and subject to the conditions herein

provided; and

WHEREAS,

the Parties intend that, effective as of the Closing, the Company shall operate as an independent standalone business, separate and apart

from VSee Health and its affiliates, with all necessary assets, rights, systems, and personnel to conduct its business on a going-forward

basis;

NOW,

THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

ARTICLE

PURCHASE AND SALE

1.1 Transaction.

Subject to the terms and conditions set forth in this Agreement, Chen hereby agrees to purchase from VSee Health, and VSee Health hereby

agrees to sell, convey, assign, transfer and deliver to Chen, on the Closing Date (as defined below), all of VSee Health’s right,

title and interest in and to the Company Stock, free and clear of all liens and encumbrances (other than restrictions imposed by applicable

securities laws). For the avoidance of doubt, following the Closing, Chen shall be solely responsible for causing the Company to satisfy

any and all indebtedness and other liabilities of the Company that are not paid as of the Closing and VSee Health shall have no obligation

with respect thereto. Notwithstanding anything herein to the contrary, VSee Health shall retain, pay, perform and discharge, and shall

remain solely responsible for, any and all liabilities, obligations or commitments of the Company or relating to the ownership or operation

of the Company arising out of, relating to or attributable to any period, event, circumstance or condition occurring on or prior to the

Closing Date, including any liabilities relating to taxes for any Pre-Closing Tax Period (defined below), other than sales and use taxes

accrued at the Company level, which shall remain an obligation of the Company, regardless of the time period such liabilities were incurred,

and except to the extent expressly assumed by Chen pursuant to this Agreement.

1.2 Consideration.

In consideration for the Company Stock and the mutual release set forth in Section 4.2, at Closing, Chen shall transfer to VSee

Health one hundred percent (100%) of the Chen VSee Stock.

- 1 -

1.3 Closing.

The closing of the transactions contemplated hereby (the “Closing”) shall take place by electronic exchange of documents

on the date hereof (the “Closing Date”). The Closing will be deemed effective as of 11:59 P.M. (Eastern Time) on the

Closing Date.

1.4 Intercompany

Accounts. Effective as of the Closing, all intercompany accounts, loans, advances, payables, receivables, obligations or balances

between VSee Health or any of its affiliates, on the one hand, and the Company, on the other hand, shall be deemed satisfied, cancelled

and discharged in full, and neither VSee Health nor any of its affiliates shall have any further claim with respect thereto following

the Closing.

ARTICLE

REPRESENTATIONS AND WARRANTIES OF VSEE HEALTH

VSee

Health represents and warrants to Chen as follows:

2.1 Due

Organization; Good Standing. VSee Health is a corporation duly organized, validly existing and in good standing under the laws of

the State of Delaware, and VSee Health has the corporate power and authority to carry on its business as now conducted, to own and operate

the properties and assets which comprise VSee Health (including the Company Stock) now owned and operated by it and to enter into and

perform this Agreement.

2.2 Corporate

Authorization; Binding Effect.

(a) VSee

Health has all requisite corporate power and authority to execute and deliver this Agreement and to perform fully its obligations hereunder

and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by VSee Health, and

the transfers, conveyances, assignments, deliveries and other agreements to be executed by VSee Health pursuant hereto or in connection

herewith, have been duly authorized by all necessary corporate action.

(b) This

Agreement is a valid and legally binding obligation of VSee Health, enforceable against VSee Health in accordance with its terms, and

each agreement, document and instrument contemplated by this Agreement, when executed and delivered by VSee Health in accordance with

the provisions of this Agreement, will be valid and legally binding obligations of VSee Health, enforceable in accordance with their

respective terms.

2.3 Governmental

Approvals; Non-Contravention.

(a) No

consent, approval, filing or notice with any governmental entity or other person is required for VSee Health to execute, deliver or perform

this Agreement.

(b) VSee

Health’s execution, delivery and performance of this Agreement and consummation of the transactions described herein, shall not

(i) violate any applicable law or order, (ii) breach or default under any contract binding upon VSee Health or the Company Stock, (iii)

create any lien on the Company Stock or Company’s assets, or (iv) result in any “stop transfer” instructions affecting

the Company Stock.

2.4 Ownership

of Company Stock. VSee Health owns, beneficially and of record and has good and valid title to the Company Stock, free and clear

of all liens and encumbrances (other than restrictions imposed by applicable securities laws). At the Closing, VSee Health will convey

to Chen all of VSee Health’s right, title and interest in and to the Company Stock, free and clear of all liens (other than liens

imposed by applicable securities laws). Except in connection with this Agreement, VSee Health has not sold, or granted any options or

rights to purchase, and VSee Health has not entered into any contract or other agreement obligating VSee Health to sell or grant options

or rights to purchase, any of such Company Stock, except to Chen.

- 2 -

2.5 Solvency.

VSee Health is not entering into this Agreement with the intent to hinder, delay or defraud any creditor, and the consummation of the

transactions contemplated hereby will not render VSee Health insolvent.

ARTICLE

III

REPRESENTATIONS

AND WARRANTIES OF CHEN

Chen

hereby represents and warrants to VSee Health as follows:

3.1 Capacity

and Authorization of Chen. Chen is a natural person with the legal capacity to execute and deliver this Agreement and to perform

his obligations hereunder.

3.2 Authorization;

Binding Effect. This Agreement is a valid and legally binding obligation of Chen, enforceable against him in accordance with its

terms, and the other agreements, documents and instruments contemplated by this Agreement, when executed and delivered by Chen in accordance

with the provisions of this Agreement, will be duly authorized, executed and delivered by Chen and will be valid and legally binding

obligations of Chen, enforceable in accordance with their respective terms.

3.3 Knowledgeable

Party. Chen is fully familiar with the business, financial condition and prospects of the Company, and realizes that the acquisition

of the Company Stock is a speculative investment involving a high degree of risk for which there is no assurance of any return.

Chen acknowledges that the value of the Company Stock may significantly appreciate or depreciate over time. Chen has had the opportunity

to discuss the Company’s business and financial affairs, and all documents affecting the Company generally, with the members of

VSee Health’s management. Except for the representations and warranties expressly set forth in this Agreement, Chen acknowledges

that he has not relied upon any representation or warranty of VSee Health or any of its representatives regarding the Company or the

value of the Company Stock. Chen understands that VSee Health will rely on the accuracy and truth of the foregoing representations, and

Chen hereby consents to such reliance.

3.4 Governmental

Approvals; Non-Contravention.

(a) No

consent, approval, filing or notice with any governmental entity is required for Chen to execute, deliver or perform this Agreement.

(b) Chen’s

execution, delivery and performance of this Agreement and consummation of the transactions described herein, will not violate any applicable

law or order.

3.5 Ownership

of Chen VSee Stock. Chen owns, beneficially and of record and has good and valid title to the Chen VSee Stock, free and clear of

all liens (other than liens imposed by applicable securities laws). At Closing, Chen will convey to VSee Health all of Chen’s right,

title and interest in and to the Chen VSee Stock, free and clear of all liens (other than liens imposed by applicable securities laws).

Except in connection with this Agreement, Chen has not sold, or granted any options or rights to purchase, and Chen has not entered into

any contract or other agreement obligating Chen to sell or grant options or rights to purchase, any of such Chen VSee Stock, except to

VSee Health.

- 3 -

3.6 Securities

Law Matters. Chen represents that he is aware of his obligations under applicable securities laws in connection with the transfer

of the Chen VSee Stock and has not entered into this Agreement on the basis of material non-public information in violation of applicable

securities laws.

ARTICLE

INDEMNIFICATION, RELEASE AND OTHER AGREEMENTS

4.1 Indemnification.

(a) VSee

Health hereby agrees to defend, indemnify and hold Chen harmless from and against any and all liabilities, losses, damages, costs, judgments

or expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and expenses, court costs and all

other out-of-pocket expenses) (collectively, “Losses”) incurred by Chen (i) arising out of or in connection with the

breach of any warranty or the inaccuracy of any representation by VSee Health contained in this Agreement and (ii) arising out of or

in connection with any failure by VSee Health to perform any of the covenants, agreements or obligations under this Agreement or any

other agreement or instrument executed and delivered by or on behalf of VSee Health pursuant hereto or in connection herewith and (iii)

which consist of or relate to the operation of the Company or VSee Health prior to the Closing Date.

(b) Chen

hereby agrees to defend, indemnify and hold VSee Health and its officers, directors, shareholders and affiliates (collectively, the “VSee

Health Indemnified Parties”) harmless, from and against any and all Losses incurred by any VSee Health Indemnified Party (i)

arising out of or in connection with the breach of any warranty or the inaccuracy of any representation by Chen contained in this Agreement

and (ii) arising out of or in connection with any failure by Chen to perform any of its covenants, agreements or obligations under this

Agreement or any other agreement or instrument executed and delivered by or on behalf of Chen pursuant hereto or in connection herewith

and (iii) which consist of or relate to the operation of the Company after the Closing Date.

and Litigation. In the event that any person or entity not a party to this Agreement shall make any demand or claim, or file or threaten

to file any lawsuit, which demand, claim or lawsuit may result in any Loss to either Chen on the one hand, or a VSee Health Indemnified

Party on the other (each hereinafter an “Indemnified Party”) for which such Indemnified Party may seek indemnity from

the other Party hereunder (the “Indemnifying Party”), then, the Indemnified Party shall give prompt written notice

to such Indemnifying Party of such demand, claim or lawsuit, and such Indemnifying Party shall have the option at its cost and expense,

to join in the defense of any such demand, claim or lawsuit, and no such claim shall be settled or compromised without the consent (which

shall not be unreasonably withheld, conditioned or delayed) of such Indemnifying Party, unless such Indemnifying Party shall fail to

respond within ten (10) days after receipt of such notice of any such demand, claim or lawsuit, or shall notify the Indemnified Party

that it does not intend to defend such demand, claim or lawsuit. The Indemnifying Party, in the defense of any such demand, claim or

lawsuit, shall not, except with the consent (which shall not be unreasonably withheld, conditioned or delayed) of the Indemnified Party,

consent to entry of any judgment or entry into any settlement which does not include as an unconditional term thereof the giving by the

claimant or plaintiff to the Indemnified Party or a release from all liability in respect to such claim or litigation. Nothing contained

in this Section 4.1(c) shall prevent any Indemnified Party from taking such action as may be necessary prior to the end of the

ten (10) day period provided for above to prevent a default judgment from being entered.

(d) Attorneys’

Fees, Interest, Penalties, Costs and Expenses. Each of the Indemnified Parties’ right of indemnity hereunder shall extend to

all interest, penalties, costs and expenses, including reasonable attorneys’ fees, incident to any of the matters covered by Section

4.1(a) and 4.1(b) hereof.

- 4 -

(e) Survival;

Limitations.

A. The

representations and warranties contained in this Agreement shall survive the Closing for a period of eighteen (18) months following the

Closing Date; provided, however, that the representations and warranties contained in Sections 2.1, 2.2, 2.4, 3.1,

3.2 and 3.5 (collectively, the “Fundamental Representations”) shall survive indefinitely.

B. No

Party shall be liable for indemnification under this Agreement unless the aggregate amount of Losses exceeds $25,000, in which case the

Indemnifying Party shall be liable only for Losses in excess of such amount.

C. Except

in the case of fraud or intentional misconduct, the aggregate liability of Chen under this Agreement shall not exceed the value of the

Chen VSee Stock transferred pursuant hereto. For purposes of this Agreement, “fraud” means actual and intentional

common law fraud and shall not include constructive fraud, equitable fraud or negligent misrepresentation.

D. In

no event shall either Party be liable for punitive, consequential or special damages except to the extent payable to a third party.

(f) Pre-Closing

Taxes. VSee Health shall indemnify and hold harmless Chen and the Company from and against any and all taxes attributable to any

taxable period ending on or before the Closing Date and the portion through the Closing Date for any taxable period that includes, but

does not end, on the Closing Date, other than sales and use taxes accrued at the Company level, which shall remain an obligation of the

Company, regardless of the time period such liabilities were incurred (the “Pre-Closing Tax Period”), together with

any interest, penalties or additions thereto. VSee Health shall control any audit, contest or proceeding relating to such taxes; provided,

that, Chen or the Company shall have the right to participate therein at their own expense.

4.2 Mutual

Release.

(a) Effective

of the Closing, each of (i) Chen, on behalf of himself, his affiliates and their respective members, officers, managers, directors, employees,

successors and assigns (collectively, the “Chen Releasors”), and (ii) VSee Health, on behalf of itself, its affiliates,

officers, managers, directors, employees, agents, representatives, successors and assigns (collectively, the “VSee Releasors”

and, together with the Chen Releasors, the “Releasors”), hereby mutually releases, waives, and forever discharges

the other Party and each of their respective present and former members, shareholders, partners, parents, subsidiaries, affiliates, officers,

managers, directors, employees, agents, representatives, successors and assigns (collectively, the “Releasee(s)”)

of and from any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings,

obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances,

trespasses, breaches, damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now

known or unknown, foreseen or unforeseen, fixed or contingent, matured or unmatured, suspected or unsuspected, in law or equity (collectively,

the “Claims”), which any Releasor ever had, now has, or hereafter can, shall, or may have against any Releasee for,

upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time arising from any event that occurred prior to

the Closing. Notwithstanding anything herein to the contrary, nothing in this Section 4.2(a) shall release, waive, discharge or

otherwise affect (i) the rights or obligations of any Party under this Agreement or any other written agreement entered into in connection

herewith, (ii) any rights to indemnification, advancement of expenses or insurance coverage, whether arising under contract, organizational

documents, applicable law or otherwise, or (iii) any claims arising from fraud or intentional misconduct.

- 5 -

(b) Each

of Chen, on behalf of himself and the other Chen Releasors, and Vsee Health, on behalf of itself and the other VSee Releasors, intends

to, and does hereby, fully, finally, and forever settle and release all Claims that now exist, may exist, or previously existed, whether

known or unknown, foreseen or unforeseen, or suspected or unsuspected, and the release given herein is and will remain in effect as a

complete release, notwithstanding the discovery or existence of any additional or different facts.

Releasee shall be a third-party beneficiary of this Section 4.2.

4.3 Termination

of Employment Agreement; Resignations. By executing this Agreement:

(a) the

Parties agree that Chen’s employment with VSee Health is terminated, effective as of the Closing Date; and

(b) Chen

hereby resigns, and VSee Health hereby accepts Chen’s resignation, (i) as chairman of the board of directors of VSee Health, (ii)

as co-chief executive officer of VSee Health and (iii) from any and all other positions Chen holds with VSee Health and its subsidiaries

(other than the Company), including, without limitation, any positions as an officer or an authorized person, in each case effective

as of the Closing Date.

4.4 Confidentiality.

Each Party acknowledges that it may be in possession of confidential and other proprietary information concerning VSee Health and the

Company (collectively, “Confidential Information”). Upon the Closing and continuing thereafter, the Parties shall,

and shall cause their affiliates, advisors and representatives to treat confidentially and not disclose all or any portion of such Confidential

Information. Each Party and their respective affiliates and representatives may disclose Confidential Information only for purposes of

(a) compliance with any agreement between such Party or any of its affiliates or representatives; (b) compliance with any request by

the other Party or its affiliates; (c) compliance with any applicable law or order, or (d) in connection with a dispute or any tax proceeding

regarding the amount of any tax imposed on a such Party, as applicable, or the preparation of any tax return related to any such tax;

provided, that, with respect to any request for disclosure made pursuant to clauses (c) and (d) above, such disclosing Party shall,

if legally permitted to do so, provide the other Party with prompt written notice of such request so that the non-disclosing Party may

seek an appropriate protective order or other appropriate remedy at such non-disclosing Party’s sole cost and expense. At any time

that such protective order or remedy has not been obtained, the disclosing Party (or its affiliates and representatives) may disclose

only that portion of the Confidential Information which such disclosing Party is legally required to disclose or of which disclosure

is required to avoid sanction for contempt or any similar sanction, and each disclosing Party shall exercise its or his commercially

reasonable efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information so disclosed.

4.5 Insurance

Coverage. Nothing in this Agreement shall limit, impair, waive or otherwise adversely affect any rights of Chen to indemnification,

advancement of expenses or coverage under any existing directors’ and officers’ liability insurance policy maintained by

VSee Health with respect to any act, omission, event or circumstance occurring during Chen’s service as an officer or director

of VSee Health or the Company.

4.6 Books

and Records. At the Closing, VSee Health shall deliver or make available to Chen all books and records of the Company in its possession

or control, including corporate records, financial statements, tax records, personnel records, customer and vendor information, contracts

and other business records reasonably necessary for the continued operation of the Company. Following the Closing, each Party shall provide

the other reasonable access to such books and records as may be reasonably requested in connection with tax matters, litigation or compliance

with applicable law.

- 6 -

4.7 Transition

Assistance. For a period of 180 days following Closing (i) VSee Health shall reasonably cooperate with Chen in transitioning the

Company, including making available relevant records, systems access, and assistance reasonably requested by Chen to ensure continuity

of operations and (ii) the Company and Chen shall reasonably cooperate with VSee Health by providing any relevant records, systems access,

and assistance reasonably requested by VSee Health in connection with the preparation of financial statements up to and including the

Closing Date.

4.8 Transition

Services. To the extent the Company requires any services from VSee Health or its affiliates following the Closing, such services

shall be provided only pursuant to a mutually agreed transition services agreement (the “TSA”) with defined scope,

duration, and compensation. Except as expressly set forth in the TSA, neither Party shall have any obligation to provide ongoing services

to the other.

4.9 Systems

and Data Separation. Prior to or as of the Closing, VSee Health shall cause all information technology systems, cloud environments,

domain names, databases, and third-party service accounts used by the Company (to the extent such are registered to VSee Health) to be

separated from VSee Health’s systems and transferred or re-registered in the name of the Company, or otherwise made independently

accessible by the Company without reliance on VSee Health systems.

4.10 Business

Continuity. Following the Closing, VSee Health shall not take any action intended to interfere with, disrupt or redirect the Company’s

relationships with its customers, vendors, or employees, and shall reasonably cooperate to maintain continuity of such relationships,

and neither the Company nor Chen shall take any action intended to interfere with, disrupt or redirect the VSee Health’s relationships

with its customers, vendors, or employees, and shall reasonably cooperate to maintain continuity of such relationships.

4.11 No

Implied Licenses. Except as expressly set forth herein, nothing in this Agreement shall be deemed to grant either Party any license

or other rights in or to any intellectual property of the other Party.

4.12 No

Continuing Control; Clean Break. From and after the Closing, VSee Health shall have no right to direct or control the operations,

management, or business decisions of the Company, and the Company shall operate as an independent entity. Except as expressly set forth

in this Agreement or any ancillary agreement, the Parties acknowledge and agree that the transactions contemplated hereby are intended

to constitute a full and complete separation of the Company from VSee Health, and neither Party shall have any continuing obligation

to the other following the Closing.

4.13 Public

Announcements. Neither Party shall issue any press release or public announcement regarding this Agreement or the transactions contemplated

hereby without the prior written consent of the other Party, except as required by applicable law, stock exchange requirements or SEC

rules. To the extent disclosure is required, the disclosing Party shall, to the extent legally permissible, provide the other Party with

a reasonable opportunity to review and comment on such disclosure prior to publication.

4.14 Filings

and Registrations. Following the Closing, each Party shall be responsible for its own regulatory filings, registrations and compliance

obligations, and shall cooperate as reasonably necessary to effectuate the separation of the Company from VSee Health for all regulatory

and tax purposes.

- 7 -

ARTICLE

DELIVERABLES

5.1 At

Closing:

(a) Chen

shall have delivered or caused to be delivered to VSee Health’s transfer agent the stock certificates evidencing ownership of the

Chen VSee Stock, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank and with

all required stock transfer tax stamps affixed.

(b) VSee

Health shall have delivered or caused to be delivered to Chen stock certificates evidencing the Company Stock, duly endorsed in blank

or accompanied by stock powers or other instruments of transfer duly executed in blank and with all required stock transfer tax stamps

affixed.

any of the shares of the Chen VSee Stock or the Company Stock are uncertificated or otherwise not represented by physical stock certificates,

then at Closing, such shares shall be transferred by appropriate book-entry notation on the books and records of the relevant Party (or

its respective transfer agent, as applicable), and promptly following such transfer the transferring Party shall deliver, or cause to

be delivered, to the other Party a written statement or other customary evidence reflecting the transfer of ownership of such shares.

(d) VSee

Health shall deliver all passwords, access credentials, administrator rights, source code repositories, domain registrations and other

access rights necessary for the operation of the Company.

ARTICLE

MISCELLANEOUS

6.1 Entire

Understanding; Amendment. This Agreement and the other agreements and instruments referenced herein and delivered in connection herewith,

represent the entire understanding of the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous

negotiations, understandings and agreements, written or oral, among the Parties hereto with respect to the subject matter hereof, all

of which prior agreements are hereby rendered null and void. This Agreement may not be amended or modified except by a writing executed

by each of the Parties.

6.2 Non-Disparagement.

The Parties agree that they shall not knowingly make any false, misleading or disparaging statements regarding the other Party or any

of their respective affiliates, officers, directors, employees or agents. Nothing herein shall prohibit truthful testimony or disclosures

required by applicable law. The Parties acknowledge that a breach of this Section 6.2 may result in irreparable harm for which

monetary damages may be inadequate and that injunctive relief may therefore be available.

6.3 Independent

Relationship. Following the Closing, nothing in this Agreement shall be construed to create any partnership, joint venture, agency

or fiduciary relationship between the Parties.

6.4 Further

Assurances. Chen and VSee Health each agree that they shall, at any time and from time to time after the Closing Date, upon request

of the other Party, do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such further acts,

deeds, assignments, transfers, conveyances and assurances as may be reasonably necessary to further effectuate the terms of this Agreement.

- 8 -

6.5 Binding

Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted

assigns.

6.6 Assignment.

Neither Party hereto may assign this Agreement without the prior written consent of the other Party.

6.7 Counterparts.

This Agreement may be signed in counterparts, each of which shall be considered an original and together they shall constitute one agreement.

Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act

of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and

validly delivered and be valid and effective for all purposes.

6.8 Section

Headings; Exhibits; Schedules. Section headings contained in this Agreement are for convenience or reference only and shall not be

deemed a part of this Agreement.

6.9 Governing

Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its

conflict of laws rules.

6.10 No

Setoff. Neither Party shall have any right of setoff, counterclaim or deduction against any obligations hereunder except as expressly

set forth in this Agreement or agreed in writing by the other Party.

6.11 Dispute

Resolution. Any dispute arising out of or relating to this Agreement shall be resolved by confidential arbitration administered by

JAMS in Wilmington, Delaware pursuant to its Comprehensive Arbitration Rules. The arbitrator shall have authority to award equitable

relief, including injunctive relief. Each Party shall bear its own attorneys’ fees and costs, except as otherwise awarded by the

arbitrator. The Parties may seek temporary or preliminary injunctive relief from a court of competent jurisdiction pending appointment

of the arbitrator.

6.12 Waiver

of Jury Trial. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS THEY MAY HAVE TO TRIAL BY A JURY WITH REGARD TO ANY CLAIM OR DISPUTE.

To the extent that this provision is ruled to be unenforceable for any reason, the Parties agree that a court of competent jurisdiction

be allowed to blue-pencil this provision so that it comports with said court’s concerns while still giving effect to the Parties’

intent to arbitrate any disputes arising between them.

6.13 No

Waiver. No failure of either Party to exercise any right hereunder or to insist upon strict compliance by the other with any obligation

or provision hereunder, and no custom or practice of the Parties at variance with the terms hereunder shall constitute a waiver of the

right to demand exact compliance with the terms hereof. Waiver by a non-defaulting Party of any right arising from a default of the other

Party shall not affect or impair the rights of the non-defaulting Party with respect to any subsequent default by the other Party of

the same or of a different nature.

6.14 Attorneys’

Fees. If any action at law or in equity permitted under this Agreement, including actions to compel arbitration or enforce an arbitration

award, is necessary to enforce or interpret the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’

fees, costs and necessary disbursements in addition to such other relief to which such Party may be entitled.

6.15 Notices.

All notices, requests, demands and other communications hereunder shall be in writing and shall be given to the Parties at their respective

addresses set forth on the signature page hereto and shall be sent by (a) hand delivery, (b) a recognized overnight delivery service

or (c) e-mail. Notices sent by hand delivery shall be deemed received when delivered; notices sent by overnight delivery service shall

be deemed received on the next business day and notices sent by electronic mail when sent if sent during normal business hours of the

recipient and confirmed, and if not so confirmed, then on the next business day.

- 9 -

6.16 Expenses.

VSee Health and Chen shall each pay its respective expenses, fees and costs incident to the preparation and execution of this Agreement

and, except as otherwise expressly provided for herein, each Party shall bear its respective expenses or fees involved in the preparation

and delivery of all documents required to be delivered by or on behalf of such Party hereunder, whether or not the transactions contemplated

hereunder are consummated.

6.17 Severability.

The invalidity or unenforceability of any provision hereof shall in no way effect the validity or enforceability of any other provision.

6.18 Specific

Performance. The Parties acknowledge that irreparable harm would occur in the event that any provision of this Agreement were not

performed in accordance with its specific terms. Accordingly, each Party shall be entitled to seek injunctive relief and specific performance

to enforce the terms of this Agreement, in addition to any other remedies available at law or in equity.

6.19 Interpretation.

No provision of this Agreement or any agreement ancillary hereto shall be interpreted or construed against any Party because that Party

or his or its legal representative drafted such provision. Any pronoun used in this Agreement shall be deemed to include singular and

plural and masculine, feminine and neuter gender, as the case may be.

[The

Remainder of This Page is Intentionally Blank; Signature Page(s) Follow]

- 10 -

WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and year first written above.

VSEE

HEALTH, INC.

By:

/s/ Imoigele Aisiku

Name:

Imoigele

Aisiku

Title:

Chief

Executive Officer

Address

for Notice:

980

N. Federal Hwy, Suite 304

Boca

Raton, Florida 33432

With

a copy (which shall not constitute notice) to:

Pryor

Cashman LLP

c/o

M. Ali Panjwani

Times Square

New

York, New York 10036

E-mail:

ali.panjwani@pryorcashman.com

CHEN

/s/ Milton Chen

Milton

Chen

Address

for Notice:

6102

Rainbow Dr.

San

Jose, California 95129

With

a copy (which shall not constitute notice) to:

Castor

Easton LLP

c/o

Tyler B. Wilson, Esq.

South Pennsylvania Street, Suite 700

Indianapolis,

Indiana 46204

E-mail:

twilson@castoreaston.com

- 11 -

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: vseeex99-1.htm · Sequence: 3

Exhibit

99.1

VSEE

HEALTH, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS