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2026-05-31
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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): 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 ☒
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. |
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 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.
In
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 |
2
Exhibit
99.1
VSEE
HEALTH, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 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.
In
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
following unaudited pro forma condensed consolidated balance sheet as of March 31, 2026, is presented as if the Transaction, as described
in the notes to these unaudited pro forma condensed consolidated financial statements, had occurred on March 31, 2026.
The
unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2026, and the year ended December
31, 2025, are presented as if the Transaction had occurred on January 1, 2025. All adjustments shown in the unaudited
pro
forma condensed consolidated financial statements are transaction accounting adjustments.
The
unaudited pro forma condensed consolidated financial statements were prepared in accordance with Article 11 of Regulation S-X. Such unaudited
pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative
of the results of operations that would have been achieved had the events reflected been completed as of the dates indicated or of the
results that may be obtained in the future. The unaudited pro forma condensed consolidated statement of operations is based on management’s
estimate of the effects on the financial statements of the Transaction. Pro forma adjustments are based on currently available information,
historical results and certain assumptions that management believes are reasonable and are described in the accompanying notes.
VSEE
HEALTH, INC.
UNAUDITED
PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS
OF MARCH 31, 2026
| | |
Historical
(Unaudited) | | |
Pro forma adjustment | | |
| | |
Pro forma | |
| ASSETS | |
| | |
| | |
| | |
| |
| Current assets | |
| | |
| | |
| | |
| |
| Cash | |
$ | 1,346,132 | | |
$ | (101,616 | ) | |
(f) | | |
$ | 1,244,516 | |
| Accounts receivable, net of allowance for credit losses of $1,190,801 as of March 31, 2026 | |
| 2,671,169 | | |
| (298,705 | ) | |
(f) | | |
| 2,372,464 | |
| Due from related party | |
| 312,947 | | |
| - | | |
| | |
| 312,947 | |
| Prepaids and other current assets | |
| 511,051 | | |
| (145,042 | ) | |
| | |
| 366,009 | |
| Total current assets | |
| 4,841,299 | | |
| (545,363 | ) | |
| | |
| 4,295,936 | |
| | |
| | | |
| | | |
| | |
| | |
| Non-current assets | |
| | | |
| | | |
| | |
| | |
| Long-term investments | |
| 749,800 | | |
| - | | |
| | |
| 749,800 | |
| Right-of-use assets, net | |
| 10,881 | | |
| - | | |
| | |
| 10,881 | |
| Intangible assets, net | |
| 8,232,500 | | |
| - | | |
| | |
| 8,232,500 | |
| Goodwill | |
| 4,916,694 | | |
| - | | |
| | |
| 4,916,694 | |
| Fixed assets, net | |
| 265,245 | | |
| (60,151 | ) | |
(f) | | |
| 205,094 | |
| Total assets | |
$ | 19,016,419 | | |
$ | (605,514 | ) | |
| | |
$ | 18,410,905 | |
| | |
| | | |
| | | |
| | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| | |
| Accounts payable and accrued liabilities | |
$ | 8,529,725 | | |
$ | (2,216,512 | ) | |
(f) | | |
$ | 6,313,213 | |
| Deferred revenue | |
| 1,446,585 | | |
| (1,446,585 | ) | |
(f) | | |
| - | |
| Due to related party | |
| 51,900 | | |
| - | | |
| | |
| 51,900 | |
| Operating lease liabilities | |
| 10,881 | | |
| - | | |
| | |
| 10,881 | |
| Encompass Purchase Liability | |
| 400,000 | | |
| - | | |
| | |
| 400,000 | |
| Convertible Note, at fair value | |
| 346,943 | | |
| - | | |
| | |
| 346,943 | |
| Loan payable, related party | |
| 471,651 | | |
| (330,000 | ) | |
(f) | | |
| 141,651 | |
| Notes payable, net of discount | |
| 524,093 | | |
| - | | |
| | |
| 524,093 | |
| Common stock issuance obligation | |
| 12,798 | | |
| - | | |
| | |
| 12,798 | |
| Total current liabilities | |
$ | 11,794,576 | | |
$ | (3,993,097 | ) | |
| | |
$ | 7,801,479 | |
| Non-current liabilities | |
| | | |
| | | |
| | |
| | |
| Notes payable, less current portion, net of discount | |
| 781,581 | | |
| - | | |
| | |
| 781,581 | |
| Deferred tax liability | |
| 119,192 | | |
| - | | |
| | |
| 119,192 | |
| Total liabilities | |
$ | 12,695,349 | | |
$ | (3,993,097 | ) | |
| | |
$ | 8,702,252 | |
| | |
| | | |
| | | |
| | |
| | |
| STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
| | |
| Series A Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 422 shares issued and outstanding as of March 31, 2026 | |
| 1 | | |
| - | | |
| | |
| 1 | |
| Series B Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 2,000 shares issued and outstanding as of March 31, 2026 | |
| 1 | | |
| - | | |
| | |
| 1 | |
| Common stock, $0.0001 par value; 100,000,000 shares authorized 44,429,352 shares issued and outstanding as of March 31, 2026 | |
| 4,730 | | |
| - | | |
| | |
| 4,730 | |
| Treasury stock, at cost; 2,870,069 shares held as of March 31, 2026 | |
| - | | |
| (545,313 | ) | |
(e) | | |
| (545,313 | ) |
| Additional paid-in capital | |
| 91,333,323 | | |
| - | | |
| | |
| 91,333,323 | |
| Accumulated deficit | |
| (85,016,985 | ) | |
| 3,932,896 | | |
(f) | | |
| (81,084,089 | ) |
| Total stockholders’ equity | |
| 6,321,070 | | |
| 3,387,583 | | |
| | |
| 9,708,653 | |
| Total liabilities and stockholders’ equity | |
$ | 19,016,419 | | |
$ | (605,514 | ) | |
| | |
$ | 18,410,905 | |
VSEE
HEALTH, INC.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR
THE THREE MONTHS ENDED MARCH 31, 2026
| | |
Historical | | |
Pro
forma adjustment | | |
| | |
Pro
Forma | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
| | |
| | |
| | |
| |
| Subscription
fees | |
$ | 605,470 | | |
$ | (605,470 | ) | |
(a) | | |
$ | - | |
| Professional
services and other fees | |
| 606,745 | | |
| (606,745 | ) | |
(a) | | |
| - | |
| Technical
engineering fees | |
| 68,677 | | |
| (68,677 | ) | |
(a) | | |
| - | |
| Patient
fees | |
| 881,340 | | |
| - | | |
| | |
| 881,340 | |
| Telehealth
fees | |
| 997,953 | | |
| - | | |
| | |
| 997,953 | |
| Total
revenues | |
| 3,160,185 | | |
| (1,280,892 | ) | |
| | |
| 1,879,293 | |
| Cost
of revenues | |
| 1,962,074 | | |
| (810,194 | ) | |
(a) | | |
| 1,151,880 | |
| Gross
margin | |
| 1,198,111 | | |
| (470,698 | ) | |
| | |
| 727,413 | |
| | |
| | | |
| | | |
| | |
| - | |
| Operating
expenses | |
| | | |
| | | |
| | |
| - | |
| Compensation
and related benefits | |
| 1,732,003 | | |
| (1,482,984 | ) | |
(b) | | |
| 249,019 | |
| General
and administrative | |
| 2,440,383 | | |
| (302,452 | ) | |
(b) | | |
| 2,137,931 | |
| Total
operating expenses | |
| 4,172,386 | | |
| (1,785,436 | ) | |
| | |
| 2,386,950 | |
| | |
| | | |
| | | |
| | |
| | |
| Net
operating loss | |
| (2,974,275 | ) | |
| 1,314,738 | | |
| | |
| (1,659,537 | ) |
| | |
| | | |
| | | |
| | |
| - | |
| Other
income (expense) | |
| | | |
| | | |
| | |
| - | |
| Interest
expense | |
| (113,098 | ) | |
| 21,155 | | |
(b) | | |
| (91,943 | ) |
| Change
in fair value of financial instruments | |
| 143,040 | | |
| - | | |
| | |
| 143,040 | |
| Gain
on extinguishment of financial liabilities | |
| 367,809 | | |
| - | | |
| | |
| 367,809 | |
| Total
other income (expense), net | |
| 397,751 | | |
| 21,155 | | |
| | |
| 418,906 | |
| | |
| | | |
| | | |
| | |
| | |
| Loss
before provision for income taxes | |
| (2,576,524 | ) | |
| (1,335,893 | ) | |
| | |
| (1,240,631 | ) |
| | |
| | | |
| | | |
| | |
| | |
| Provision
for income taxes | |
| (23,738 | ) | |
| (513 | ) | |
(d) | | |
| (24,251 | ) |
| | |
| | | |
| | | |
| | |
| | |
| Net
loss | |
$ | (2,600,262 | ) | |
$ | (1,355,380 | ) | |
| | |
$ | (1,264,882 | ) |
| | |
| | | |
| | | |
| | |
| | |
| Basic
and diluted loss per common share | |
$ | (0.05 | ) | |
$ | - | | |
| | |
$ | (0.03 | ) |
| Weighted
average number of common shares outstanding, basic and diluted | |
| 47,902,512 | | |
| - | | |
| | |
| 45,032,443 | |
VSEE
HEALTH, INC.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR
THE YEAR ENDED DECEMBER 31, 2025
| | |
Historical (Audited) | | |
Pro forma adjustment | | |
| | |
Pro Forma | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
| | |
| | |
| | |
| |
| Subscription fees | |
$ | 3,230,239 | | |
$ | (3,230,239 | ) | |
(a) | | |
$ | - | |
| Professional services and other fees | |
| 3,042,688 | | |
| (3,042,398 | ) | |
(a) | | |
| 290 | |
| Technical engineering fees | |
| 1,042,593 | | |
| (1,042,593 | ) | |
(a) | | |
| - | |
| Patient fees | |
| 3,377,536 | | |
| - | | |
| | |
| 3,377,536 | |
| Telehealth fees | |
| 3,922,628 | | |
| - | | |
| | |
| 3,922,628 | |
| Institutional fees | |
| 2,500 | | |
| - | | |
| | |
| 2,500 | |
| Total revenues | |
| 14,618,184 | | |
| (7,315,230 | ) | |
| | |
| 7,302,954 | |
| Cost of revenues | |
| 7,262,219 | | |
| (3,901,878 | ) | |
(a) | | |
| 3,360,341 | |
| Gross margin | |
| 7,355,965 | | |
| (3,413,352 | ) | |
| | |
| 3,942,613 | |
| | |
| | | |
| | | |
| | |
| | |
| Operating expenses | |
| | | |
| | | |
| | |
| | |
| | |
| | | |
| | | |
| | |
| | |
| Compensation and related benefits | |
| 6,901,583 | | |
| (4,220,844 | ) | |
(b) | | |
| 2,680,739 | |
| General and administrative | |
| 10,037,275 | | |
| (1,272,967 | ) | |
(b) | | |
| 8,764,308 | |
| Total operating expenses | |
| 16,938,858 | | |
| (5,493,811 | ) | |
| | |
| 11,445,047 | |
| | |
| | | |
| | | |
| | |
| | |
| Net operating loss | |
| (9,582,893 | ) | |
| 2,080,459 | | |
| | |
| (7,502,434 | ) |
| | |
| | | |
| | | |
| | |
| | |
| Other income (expense) | |
| | | |
| | | |
| | |
| | |
| Interest expense | |
| (2,811,861 | ) | |
| 85,796 | | |
(b) | | |
| (2,897,665 | ) |
| Other income (expense), net | |
| 47,429 | | |
| (15,429 | ) | |
(b) | | |
| 62,858 | |
| Change in fair value of financial instruments | |
| (1,450,271 | ) | |
| - | | |
| | |
| (1,450,271 | ) |
| Loss on extinguishment of loan | |
| (221,202 | ) | |
| - | | |
| | |
| (221,202 | ) |
| Loss on issuance of financial instrument | |
| (668,020 | ) | |
| - | | |
| | |
| (668,020 | ) |
| Gain on disposal of subsidiaries | |
| - | | |
| 2,599,736 | | |
(c) | | |
| 2,599,736 | |
| Total other income (expense), net | |
| (5,061,531 | ) | |
| 2,670,103 | | |
| | |
| (2,574,564 | ) |
| | |
| | | |
| | | |
| | |
| | |
| Loss before benefit from (provision for) income taxes | |
| (14,644,424 | ) | |
| 4,750,562 | | |
| | |
| (10,076,998 | ) |
| | |
| | | |
| | | |
| | |
| | |
| Provision for income taxes | |
| (68,426 | ) | |
| (35,823 | ) | |
(d) | | |
| (104,249 | ) |
| | |
| | | |
| | | |
| | |
| | |
| Net loss | |
$ | (14,712,850 | ) | |
$ | 4,786,385 | | |
| | |
$ | (9,972,749 | ) |
| | |
| | | |
| | | |
| | |
| | |
| Basic and diluted loss per common share | |
$ | (0.73 | ) | |
$ | - | | |
| | |
$ | (0.58 | ) |
| Weighted average number of common shares outstanding, basic and diluted | |
| 20,143,393 | | |
| - | | |
| | |
| 17,273,324 | |
VSEE
HEALTH, INC.
NOTES
TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
Note
1 - Basis of Presentation
The
unaudited pro forma consolidated balance sheet and statements of operations are based upon the historical consolidated financial statements
of VSee Health, Inc. (the “Company”), which were included in its Quarterly Report on Form 10-Q for the three months ended
March 31, 2026, and its Annual Report on Form 10-K for the year ended December 31, 2025. Unless the context indicates otherwise, any
reference in this report to the “Company,” “we,” “us,” and “our” refers to VSee Health,
Inc.
The
unaudited pro forma condensed consolidated statements of operations reflect the disposal of the Company’s wholly owned subsidiary,
VSee Lab, Inc, as if the disposal had been consummated on January 1, 2025. The unaudited pro forma condensed consolidated balance sheet
as of March 31, 2026, reflect such sale as if it had been consummated on that date.
Note
2 – Pro Forma Adjustments
(a)
This adjustment reflects the elimination of revenues and cost of revenues of VSee Labs and it’s 100% subsidiary i.e. This American
Doc, Inc. (“TAD”).
(b)
This adjustment reflects the elimination of operating expenses and other income (expense), net of the VSee Labs and TAD business.
(c)
This adjustment reflects the gain arising from the transaction as of May 31, 2026.
(d)
This adjustment represents the estimated income tax effect of the pro-forma adjustments. The tax effect of the pro-forma adjustments
was calculated using the historical statutory rates in effect for the periods presented.
(e)
This adjustment represents the consideration in the form of stock repurchase at the closing of the transaction.
(f)
These adjustments reflect the elimination of assets and liabilities attributable to VSee Lab, Inc.
5
