VSee Health (VSEE) inks GoMyRx services pact and $2.0M, 10% equity purchase

Rhea-AI Filing Summary

VSee Health, Inc. entered a managed services agreement with GoMyRx, Inc. under which VSee will provide platform administration, customer support, vendor coordination, and reporting services. VSee will bill GoMyRx monthly for actual expenses plus a 10% markup, and the agreement runs through December 26, 2027, with optional month-to-month extensions for six months.

Separately, VSee agreed to purchase $2.0 million of GoMyRx common stock from Go Biz Holdings, LLC in a private transaction, representing a 10% ownership stake in GoMyRx. The shares are restricted securities issued under Section 4(a)(2) and Rule 506 of Regulation D.

Insights

Healthcare technology & capital allocation analyst

VSee pairs a service contract with a $2M strategic minority stake in GoMyRx.

VSee Health is deepening its relationship with GoMyRx through a managed services agreement and a $2.0 million equity purchase for a 10% stake. The services contract, billed at cost plus 10%, could create recurring, cost-based revenue tied to GoMyRx’s digital prescription platform.

The managed services agreement runs through December 26, 2027, with limited extension rights and an early-termination option for GoMyRx on 20 days’ notice, which introduces counterparty-dependence risk. The equity stake aligns VSee with GoMyRx’s performance but concentrates exposure in a single affiliate within the GoMyDocs ecosystem.

The transaction is structured as a private offering under Section 4(a)(2) and Rule 506 of Regulation D, and the GoMyRx shares carry transfer restrictions. Future company filings may clarify how revenue from the services arrangement and any changes in GoMyRx’s value affect VSee’s financial results.

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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): December 26, 2025

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 ☒

If 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.

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 Company has agreed to provide GMRx with certain services, including but not limited to, platform administration, customer and user support, third-party vendor coordination and reporting/governance (the “Services”). The Company will invoice GMRx monthly for actual expenses incurred in performing the Services, plus ten percent (10%). The MSA expires on December 26, 2027 (the “Termination Date”) and the Company and GMRx each have the right to extend the term on a month-to-month basis for an additional six (6) months by providing written notice to the other party prior to the Termination Date. Additionally, GMRx has the right, at any time during the term of the MSA, to terminate the MSA with twenty (20) days written notice to the Company.

Stock Purchase Agreement

On January 16, 2026, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with GMRx and Go Biz Holdings, LLC, a Wyoming limited liability company (“GBiz”), pursuant to which the Company agreed to purchase from GBiz $2.0 million of shares of GMRx’s common stock (the “Shares”) in a private transaction pursuant to the exemptions from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 of Regulation D promulgated thereunder, representing a ten percent (10%) ownership interest in GMRx. The Shares bear a restrictive legend and may not be sold, transferred or otherwise disposed of unless in compliance with the requirements of the Act and applicable state securities laws.

The foregoing descriptions of the MSA and Purchase Agreement are not complete and are qualified in their entirety by the full texts of the MSA and Purchase Agreement, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Managed Services Agreement, dated as of December 26, 2025, by and among GoMyRx, Inc. and VSee Health, Inc.
10.2		Stock Purchase Agreement, dated January 16, 2026, by and among GoMyRx, Inc., Go Biz Holdings, LLC and VSee Health, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: February 19, 2026	VSEE HEALTH, INC.
	By:	/s/ Imoigele Aisiku
	Name:	Imoigele Aisiku
	Title:	Co-Chief Executive Officer

2

FAQ

What managed services will VSee Health (VSEE) provide to GoMyRx under the new agreement?

VSee Health will provide GoMyRx with platform administration, customer and user support, third-party vendor coordination, and reporting/governance services. These are defined collectively as the “Services” and are billed monthly at actual cost plus a 10% markup to GoMyRx.

How long does the managed services agreement between VSee Health and GoMyRx last?

The managed services agreement runs until December 26, 2027. Either VSee Health or GoMyRx can extend it month-to-month for up to six additional months, and GoMyRx may terminate at any time during the term with 20 days’ written notice to VSee.

What equity interest in GoMyRx is VSee Health (VSEE) acquiring and for how much?

VSee Health agreed to purchase $2.0 million of GoMyRx common stock from Go Biz Holdings, LLC. This investment represents a 10% ownership interest in GoMyRx, giving VSee a meaningful minority stake in the digital prescription fulfillment platform.

How is VSee Health’s GoMyRx stock purchase structured from a securities law perspective?

The GoMyRx stock purchase is a private transaction relying on exemptions under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The shares are restricted, bearing legends and limitations on resale unless compliance with applicable securities laws is satisfied.

Can GoMyRx end the managed services agreement with VSee Health early?

Yes. GoMyRx has the right to terminate the managed services agreement at any time during its term by giving 20 days’ written notice to VSee Health. This termination right gives GoMyRx flexibility if its operational or strategic needs change.

Who are the counterparties to VSee Health’s GoMyRx stock purchase agreement?

The stock purchase agreement involves VSee Health, GoMyRx, Inc., and Go Biz Holdings, LLC. VSee is buying $2.0 million of GoMyRx common stock from Go Biz Holdings, a Wyoming limited liability company, in a privately negotiated transaction governed by the agreement.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 34.2 KB
• EX-10.2 EXHIBIT 10.2 27.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.8 KB
• EX-101 XBRL DEFINITION FILE 26.1 KB
• EX-101 XBRL LABEL FILE 36.1 KB
• EX-101 XBRL PRESENTATION FILE 24.8 KB